The Misadventures of Heroes
by Ace Wolfblade
Summary: You'd think attending Beacon, killing Grimm, and taking down the dangerous criminals of Vale would be stressful enough, right? Well what happens when the Universe decides that this isn't so? Will Ace and his friends be able to endure whatever happens next, or will they fall over the edge of insanity? After all, there's bravery, and then there's just sheer stupidity.
1. Warning!

**Warning!**

* * *

"Is this thing on?" A teenage boy in Grimm armor asks, tapping at a microphone. "It is? Okay. Wait, are you recording right now?" He asks staring straight at the camera person. The camera image bobs up and down in response. "What? Why? We weren't even ready yet!" He huffs.

If one could see the camera operator, they would merely see them shrug indifferently.

"Just start over." The boy sighs placing his head in his free hand.

The camera restarts, capturing a scene of Ace and Ruby standing on a stage, illuminated by the spotlight shinning upon them. Each of them wore a bright welcoming smile to the audience before them.

"Hi, I'm Ace Wolfblade." The boy greets. "If you don't know who I am, then you have obviously not read the FanFiction, Team: Azure. If that is the case then I strongly urge you to leave, check that out, then come back, to avoid any further confusion."

"And I'm Ruby Rose." The young girl says. "If you don't know who _I_ am then you obviously don't watch RWBY and you should be stoned for your ignorance."

"Now you're all probably wondering what we're doing here." Ace surmises.

"Well to put it simply, we're giving all of you out there a warning about what you're getting into." Ruby says.

"The writer, in his infinite _wisdom_ , has decided to put out a collection of short stories for all of you to enjoy." Ace sighs with sarcasm.

"Yeah, because as if he didn't already take forever to put out chapters to the actual story he's supposed to be writing, he decided that it would be good to start up something else to neglect." Matthew shouts from somewhere in the room.

"Shut the hell up Matt! It's not even your turn to speak anyway!" Ace shouts at the offending person he deemed a friend. "Where were we? Oh right. So these stories are just any random idea that the writer has that he thinks would be fun to write."

"Yep! Wait, why is he doing this again when he should be writing more to his story?" Ruby asks in confusion.

"Because the retard needed time to setup what he wants to do for the second season, but didn't want to disappear for however long that may be." Ace explains.

"But isn't that kinda counterproductive? I mean he'd get more done if he focused solely on the actual plot, than this shit storm of shenanigans wouldn't he?" Ruby points out.

"… Just roll with it. I think he knows what he's doing."

"Alright then." Ruby concedes quickly returning to her cheery smile. "And now to deliver the actual warning is Team Atlas."

A second spotlight blinks on, revealing two shadowy figures that had been concealed in the darkness of the stage.

"Remind me, why do we have to do this again?" Weiss huffs, clearly annoyed about the whole situation that she had been unwittingly dragged into.

"Because you two are the only ones we can trust to deliver this legal bullshit." Yang answers.

"Let's just get this over with." Zweii sighs. Weiss rolls her eyes but complies.

"The following stories contain ideas and characters that in no way belong to the writer. RWBY and all its elements were created by the great Monty Oum and his fellow workers, and are as such owned by Rooster Teeth Productions. The only things the author owns are his own Original Characters and a cheap laptop. These stories are in no way an attempt at making money as the site they are published within is a nonprofit archive for these stories to be shared." The heiress states.

"The ideas presented are in almost no way connected to the actual plot of the preexisting series, Team: Azure, unless stated otherwise by the author himself. These stories include, but are not limited to, Game immersion, Body switching, Transformation, Time traveling, Utter nonsense, and ideas that were considered for use in the actual plot but were instead ultimately scrapped or deemed unimportant to add to the story." Zweii adds.

"Warning. The following collection have been labeled as M rated, so the writer can get away with basically anything he wants. The following stories may contain graphic violence, suggestive themes, use of alcohol, and sever swearing. If you are under the age of 18 and have never heard the word 'Fuck' before… Well you have now." Weiss adds.

"Wow Ice Queen. Never figured you for the type to curse." Yang jabs.

"Shove it you blond oaf. I'll have you know that I can indeed swear if I choose to, and when I do, I do so like a _fucking_ lady." Weiss bites back crossing her arms.

"Duly noted." Yang grins widely.

"In relation to the characters owned by Rooster Teeth and the author respectively, characters may appear more OOC than usual, perfectly demonstrated by my associates here. This is done so to improve, you the readers, experience throughout these, the author's pitiful attempts at humor." Zweii continues.

"Hey I don't think he's that bad." Matthew defends. "Maybe he isn't the funniest but I think he at least tries his hardest at what he does."

"That's just it Matt. Sometimes I think he tries too hard." Deazryl cuts in. "Remember the Snowball fight chapter?"

Everybody cringes at the memory. Everyone but Yang.

"Oh come on guys. It wasn't that bad." The brawler argues.

"Yang, while you may not find an issue in puns every five seconds, some of us do." Zweii sighs. "I for one wanted to but my blade through the author's skull. Repeatedly."

"I thought they were quite _pun-_ derful." Yang sneers.

Everybody in the room grows silent, praying to whatever force above that they hadn't heard what they think they did. Unfortunately the ever present shit eating grin on Yang's face only confirmed their fears.

"… Yeah. That. THAT! That right there is exactly what we're talking about!" Zweii roars.

"Geez, take a chill pill dude. It's only all in good fun." Matthew says, trying to calm down the raging knight.

"…I suppose so." Zweii relents. "But that doesn't make it any less annoying."

"Agreed." Weiss nods.

At this point, Blake's upper body dangles down and reveals itself from the top of the stage. Hanging upside down with book in hand she delivers the next matter of business.

"It should also be mentioned that these stories may reference or center around other various real world elements. These include various forms of media and entertainment such as video games, books, and movies. The author claims no rights to any of these elements as they are not rightfully his. Please support the official release of each of these concepts. Seriously, the last thing we want is some lawsuit." The Faunus girl says monotonously.

"Blake! How the hell did you get up there?" Ace asks.

"Sometimes it pays to be a trained ninja assassin." She answers turning to the next page in her book. "In terms of updating frequency the author is unsure but promises that as soon as a chapter is finished, it will be released."

"Well that pretty much sums up everything you should expect from now on with this series of unrelated insanity." Ace says turning back to the audience. "We hope…"

"Wait!" Matthew shouts, interrupting Ace and delaying the end of this segment just that much more.

"What now Matt?" Ace asks.

"I just wanna ask something. I mean, don't you ever wonder why we're here?" The male hammer wielder asks.

"It's one of life's greatest mysteries isn't it?" Ace replies. "Why _are_ we here? I mean, are we the product of some cosmic coincidence or…"

"No, not that! I mean why are we here doing this lame ass introduction garbage? Why can't the author just make some Author's Note or something to explain this shit?" Matthew clarifies.

"Oh. Well I mean he could but at the same time he can't. It's one of those rules of the site he's posting this on." Ace answers.

"You mean the rule everyone breaks repeatedly?" Ruby asks.

"The one that _he_ already broke?" Dezaryl adds.

"Yeah that one." Ace replies again.

The group once again returns their attention to their restless audience.

"Anyway, we hope that you enjoy this new collection of short stories and show it as much support, if not more, as you have for the author's previous work." Ace continues.

"So pull up a chair or snuggle in your bed, sit back and relax, and enjoy the ride." Ruby finishes.

With a bow from each of the speakers, the lights dim, and the curtain closes.

The stage is now set, and the players await their roles.


	2. Behind Closed Doors

**Behind Closed Doors**

* * *

It was another wonderful day for the students of Beacon. The sun was shining. The weather was perfect, and not a single Grimm was stirring up trouble. The makings for a beautiful carefree day. And yet all was not as well as it seemed.

For the members of Team RWBY and Team AZRE, there was something missing.

Their leaders were nowhere to be found.

The teams had decided that it was too nice a day to stay cooped up in the dorm rooms, and opted to bask in the glory of the outside world.

That was over two hours ago. Sometime between then and now, the two leaders slipped away from the group and haven't been heard from since.

The rest had enlisted the help of Team JNPR to help track down their missing friends and each had gone their separate ways to start their search.

Blake returned from her visit to the library after she had failed to find her intended targets. She did however find plenty of books she would occupy her time with, whenever she wasn't burying her face in _Ninjas of Love_ of course.

 _'_ _No one must ever know.'_ She thought to herself as she walked back to the dorm to deposit her collection of reading material.

She pulled out her scroll to unlock the door, but stopped when she heard noises coming from within the room.

 _'_ _I guess the others have already come back from looking.'_

Her feline ears twitched underneath her bow as the sounds continued. As she attempted to continue unlocking the door, she heard voices from the other side. Not voices from Yang or Weiss, but from Ace and Ruby.

 _'_ _Have they really been here the whole time?'_ She wondered to herself.

She enters the code to unlock the door, but to her surprise it was denied. Maybe she had entered a wrong code by mistake. She tried again, being careful to input the correct characters this time, but the door still remained locked.

 _'_ _Odd. Guess I'll have to knock… Or I could try to figure out what they're doing in there.'_ She thought to herself as she presses her human ear to the door. What she heard was both shocking and confusing.

"Did you remember to lock the door?" Ace asked from within the room.

"Yep. No one will interrupt us." Ruby answered.

 _'_ _Interrupt what?'_ Blake wondered as she continued to eavesdrop.

"You look nervous. What's wrong?" Ace asked the younger leader.

"It's my first time doing this. I don't want things to change." She answered honestly.

"Everything will be fine. Nothing is going to change." Ace said comforting the girl. "You trust me right?"

 _'_ _Are they about to… No. They can't be. Ruby is too young, and Ace wouldn't do that… Would he?'_ Blake thought in a slight panic. Of course everyone knew they had started dating, but this was way too soon.

"Of course I trust you." Ruby answered. "You brought protection right?"

"Right here." The male leader answered back.

"Good. I don't want anything to happen." She relied.

 _'_ _Oh my Dust they are!'_ Blake mentally exclaimed. _'I need to find the others… Or I could stay and listen in.'_ Blake considered, beginning to give in to her sexual interest.

It was at this time that Jaune and Pyrrha decided to turn the corner and find Blake with her ear presses firmly to the door.

"Hey Blake. What are you doing?" Jaune asked the Faunus girl, but he was only answered with a finger to her lips signaling for him to be silent.

She beckoned the pair over to join her at the door. They did as they were asked and joined the black clad girl.

"What's going on?" Pyrrha asked, but rather than being answered by Blake, her question was answered by the voices behind the door.

"First I guess we'll strip. Then comes the fun part." Ace said smoothly, causing Jaune's eyes to go wide.

"Please… Be gentle." Ruby half whispered.

"You know I will." Ace replied.

Pyrrha blushed slightly and simply placed a hand over her mouth to cover a grin.

"Oh, they sound so sweet. Why don't we ever do romantic stuff together Jaune?" The Spartan asked as she turned to her partner.

"I uh… Well…" Was all the blonde knight was able to manage to get out of his mouth as he scratched the back of his head.

"Shh! They're going to hear you." Blake hissed in annoyance. She did not want to get caught listening in on something as private and intimate as this.

The trio returned their attention to the door and waited for what happened next. As they did, Weiss and Zweii entered the hallway.

"Well they weren't in the training room. I take it they weren't in the library or on the roof top either?" Zweii asked.

He was answered by shaking heads and walked over to Jaune.

"What are you three dolts doing here instead of looking?" Weiss scolded as they approached the door.

Pyrrha pointed at the room and both the paladin and the heiress joined in on listening in.

"Oooh…" The group heard Ruby shudder, drawing confused looks from the latest spies.

"Did I do something wrong?" Ace asked worriedly.

"N-No… Just keep going." Ruby hesitantly answered.

The sounds of creaking soon followed, presumably from the one of the beds.

Weiss was still puzzled as to what was going on, but Zweii was already getting the picture. The very graphic picture.

"Would someone like to tell me what's going on?" Weiss inquired.

"I believe our leaders are getting to know each other a little more… Intimately." Zweii whispered.

It took a moment for Weiss' brain to process the information given to her.

"What are you talking about…" She started before it finally dawned on her, at which point she began blushing profusely. "T-They better not be doing what I think they're doing. Especially not on my bed." Weiss quietly proclaimed.

"Come on already." Ruby almost commanded eliciting a chuckle from Ace.

"Impatient are we?" He replied.

"Stop teasing me." Ruby shot back.

"Alright, alright. Dust you're cute when you're like this."

"But I thought you said I was cut all the time." Ruby said sweetly.

"You are." Ace replied. "And beautiful." Ace added. "Now are we going to do this or not?" He asked playfully.

"W-We shouldn't be listening in on this. It's w-wrong and highly inappropriate." Weiss stuttered.

"Oh come on princess. We all know you're just as curious as the rest of us." Blake smirked.

Weiss began to protest but stopped, ashamedly returning to listening.

Ren and Nora were the next one's to walk towards the growing collection of people. Well that is to say Ren was walking while carrying a gleeful Nora on his shoulders. The things he would do for this girl.

"Onward my noble stead!" Nora shouted, even lightly spurring the boy in the sides with her heels.

"Nora, I can't carry you much further. Can you please get down?" Ren pleaded.

"Hmm. Alright!" Nora chirped as she jumped off and landed on her feet.

"Well they weren't in the cafe…teria." Ren trailed off as he realized that there was a large crowd of his friends huddled outside Team RWBY's door. "Do I even want to know?" Ren asked.

"See, or rather listen, for yourself." Pyrrha answered.

The remaining members of Team JNPR joined in on the groups eavesdropping. Groaning and moaning could be heard from within the confines of the room.

"Harder." Ruby moaned.

"Are you sure?" Ace asked.

"Yes. Do it." Ruby answered aggressively.

More grunting could be heard seconds later. A wide grin broke out on Nora's face.

"Oh my Dust! We need to congratulate them. Let there be pancakes!" Nora proclaimed.

"Nora, quiet down a little or they're going to hear you." Ren warned.

"Oops. Sorry." Nora giggled, sticking out her tongue playfully.

"Aghhh!" Came the loud and long moan from both Ace and Ruby, followed by rough panting after the anguished cry had settled.

"I need a quick rest after that." Ace said tiredly.

"Me too." Ruby said in agreement.

Shortly after, the rest of Team AZRE turned the corner. Matthew was talking to Dezaryl about something as the archer drank from his soda can.

"Well they weren't in the Emerald Forest with Shadow. I wonder if the others had any luck." The male hammer wielder said to his partner.

It was then they noticed most of their friends in the hallway.

"Hey guys. Did you find Ace and Ruby?" Dezaryl asked.

"Yep. They're in the room." Nora answered.

"Oh yeah? What are they doing?" Matthew asked as his partner continued to drain his aluminum can of _People like Grapes Soda_.

"They're booping." Nora answered happily, causing Dezaryl to choke on his drink. Matthew on the other hand could hardly contain himself.

"Really? That's my boi!" He shouted. This rewarded him a collected 'Shh' from the rest of the group. "How long have they been in there?" Matthew asked while his partner tried to wipe of the soda on his tunic.

"I was the first one here. I got here fifteen minutes ago." Blake replied.

"Damn!" Matthew silently exclaimed.

The quite form behind the door was broken when Ace spoke up.

"Ready for round two?" He asked.

"Yeah. I'm ready." Ruby answered.

"Hmm. Getting dry. We should probably use some lubricant." Ace said.

"Got it right here." Ruby replied enthusiastically.

"Good. Maybe we should loosen the cuffs a little as well. Might make it easier." Ace suggested.

Blake at this point could only drool slightly as she pictured a very restrained and very vulnerable Ruby with Ace in the room. She was on the verge of a nosebleed because of the very mention of the restraining devices.

"So lewd." She mutters to herself.

Weiss was beyond flustered at what she was overhearing. Her normally pale skin was now a shade of red that perfectly matched Pyrrha's hair. As much as she wanted to leave, her curiosity commanded her to stay.

The sounds of groaning continued as the pair started up again.

"Go, Ace go. Give her that sword." Matthew silently cheered.

"Hello~!" Came the familiar voice of Yang entering the scene.

Everybody immediately panicked when they realized Yang was going to find Ace going at it with her baby sister.

"I asked the airship pilots if they had seen them, but they haven't been there all day." Yang informed the group.

Everyone immediately moved to block her path to the room.

"Hey, what's going on? It's just me. Why are all of you outside of the room?" Yang asked as she noted the odd behavior of her friends.

"Nothing, nothing at all." Matthew hastily replied.

"O-kay. I'm just going to go into the room and rest for a little." Yang said in a very confused manner.

"NO!" Blake, Pyrrha, and Jaune yelled.

"Uh, no, you can't right now." Blake added nervously.

"Why not?" Yang asked suspiciously, folding her arms.

"Because you can't, that's all." Blake gulped.

"You can't stop me from going in to my room for no good reason." Yang responded back agitated.

"Yang, wait!" Pyrrha pleaded, but her request fell on deaf ears as the Blonde pushed past and reached the door.

"It was nice knowing you Ace." Matthew mumbled under his breath.

Dezaryl and Zweii catching his remark, nodded in agreement as they saluted their soon to be dead leader.

As the brawler's hand made contact with the handle, she stopped as she heard what was going on, on the other side.

"Almost there!" Ruby shrieked.

"It's coming. I can feel it." Ace groaned.

"Aghhh!" They cried in unison.

"Ah, sweet release." Ace sighs.

Yang's grip on the door handle greatly intensified one-hundred fold as she couldn't believe what she was hearing. The metallic handle kinked and crumpled in her palm.

The others slowly backed away in fear of the blonde's ever growing rage. No one dared breathe, lest they invoke her wrath.

Flames began to emanate from her hair and her docile lilac eyes shifted to their furious shade of blood red. The hall felt so hot it was as if they had stepped into the fieriest pit of Hell.

In short, Yang was beyond pissed.

"OH, HELL NO!" She screamed as she gripped the side of the door and ripped it from its hinges, hurling it to the side and down the hall. "WHAT THE FUCK DO YOU THINK YOU'RE DOING TO MY SISTER?!" Yang bellowed menacingly.

"Yang! Why would you do that to the door?!" Ruby asks angrily.

Yang's furious red eyes scanned the room quickly. As the others peeked their heads around the entrance way they realized something was off.

A very much dressed Ace and Ruby were sitting on Weiss' bed, soaked in sweat, with Crescent Rose sitting between them. Ruby was wearing a thick set of gloves and some high impact resistant goggles.

Yang looked between the two in confusion.

"I thought… But… What?" She asked baffled.

"Good lord Yang. We locked the door for a reason." Ace sighs. He looked to what was left of the door way to see everyone else watching intently. "Uh, why are you guys all outside the room?"

"Uh, we were looking for you two when I heard you two inside the room." Blake answered. "What were you two doing?" She asks curiously.

"Fixing Crescent Rose." Ruby answered.

Everyone looked at her questioningly.

"See, her blade got jammed and wouldn't deploy, so Ace and I came back here to fix it."

"Oh." Came the collective realization from everyone else.

When Ruby said this was her first time, she meant it was the first time she had to fix her weapon with some assistance, as she never allowed for it to fall into such a state with her regular maintenance.

When Ruby asked if Ace had brought some protection, she meant that she was asking about safety gear to protect them from harm while working.

When Ace said they should strip, he meant they should strip Crescent Rose so the weapon would be easier to work with.

All the noises that the group had been hearing were the result of the pair trying to pry the blade from the compact slab of metal.

When Ace mentioned using lube, it was in all reality weapon lubricant.

And when Ace had suggested that they loosen the cuffs, he was referring to the weapon parts that allowed the blade to fold and unfold.

"What did you think we were doing?" Ace asked the group.

"Nothing!" The group shouted as they ran off in separate directions.

"That was weird." Ruby stated.

"Yeah. You're telling me. The way they acted, it sounded like they thought we were having…" Ace trailed off as he and Ruby came to a sudden realization.

"Oh…" They both sighed placing their heads in their hands.

"Next time, we use the school forge." Ace sighed.

"And leave a note." Ruby added.

* * *

 **A/N: Your minds immediately went to the gutter didn't they? XD**

 **So to clarify I intended on this being the first thing released for the Misadventure series, but I had the idea to do that warning I put out Wednesday first instead of some boring Author's Note.**

 **EDIT: As of this morning, on 7/11/15, Team: Azure has over 10,000 views! Thank you so much!**


	3. Tales of Two: Wasted Energy

**Tales of Two: Wasted Energy**

We all know that Ace and Matthew have formed a friendship that has lasted them many years. Together they have made even more outstanding friends at Beacon Academy. But this story isn't about the now. It's about the then. A time when it was just two best friends.

* * *

 _1 Year Ago…_

"Alright, we're going out." Matthew's father said as he stood in the doorway to his son's room.

Matthew and Ace sat on the bed relaxing after a grueling training session between the upcoming hunters.

"Ace, make sure this one stays out of trouble while we're gone." He said to the swordsman.

"Of course sir." Ace replied politely. Even after so many years of being well acquainted with Matthew's family, he still upheld the most respect when speaking with the eldest members.

"Hey! Why do you make it sound like I can't be trusted?" Matthew huffed indignantly.

"Because you lack the means of being responsible on your own." Ace chided.

Matthew glared at his best friend lying on the opposite side of the bed.

"He's got you there son. We'll be back tomorrow morning. There's money for food on the counter."

"K Dad. Cya later." Matthew said.

"Have a great time." Ace added.

"Thank you Ace. You boys have fun." Matthew's father said as he left.

Matthew's parents had planned a special outing to a secluded spot in the hills. The two liked to enjoy the peace of nature and as such, decided that a night together under the night sky would make for a wonderful date.

The area they were heading to was known to very few, making it a perfect place to have enjoy some time together in privacy. It was also virtually Grimm free, making it safe for even civilians to explore.

Ashlynn also had made plans and was currently at a friend's house for a sleepover.

That meant Matthew and Ace had the whole house to themselves to do whatever they normally enjoyed doing as friends. Mostly watch movies or play games.

But after a few hours of doing exactly that, Matthew grew bored, and a bored Matthew meant trouble was in the near future.

"Hey Ace." Matthew grinned slyly. "You know what would be interesting?" He asked his friend.

"No idea. What would be interesting?" Ace replied lazily.

"If we tried some of my Dad's wine while everyone's away." He answered mischievously.

Ace cocked a confused eyebrow at his friend's suggestion. Out of all the things he could have thought of, he came up with that.

"That sounds like an awful idea." Ace stated with disinterest.

"Aw come on. Just a little bit." Matthew pleaded.

"Absolutely not. I promised I'd keep you out of trouble." Ace said adamantly. No way would he let Matthew do something so stupid, even if he was inwardly curious as to what it would taste like himself.

"Yeah but, this way you can keep an eye on things so we don't get out of hand. We get to try it, and nobody gets in trouble. Everybody wins." Matthew reasoned.

"… You're not going to let this go are you?" Ace sighed.

Matthew grinned and shook his head in response. Of course he wouldn't.

Ace thought intently at his options. He could just try to ignore Matthew, but that was easier said than done. He could also give in to his friend's suggestion. He did have a point. As long as he was there to monitor things, nothing would get out of hand. Plus it wasn't like they were going to try to get drunk. A mere taste couldn't possibly be that bad.

After a few minutes of tossing his options around, Ace finally settled on the second option.

"Fine. We'll each have one glass. No more than that. Agreed?" Ace asked.

"You got it. Just one glass." Matthew said giving a thumbs up.

"Why do I feel like I'm going to regret this?" Ace moaned.

* * *

As Ace stared at the empty wine glass in front of him, Matthew searched the area for his dad's stock of alcoholic beverages. Finally he found a small bottle of Atlas Vineyard wine and brought it over to the kitchen table.

"So why do you want to do this again?" Ace asked his eager friend.

"Eh, just curious you know? I mean, the legal drinking age is eighteen here, and dad never seems to have any problems with alcohol, so I figured why not." Matthew answered as he poured the blood red liquid into his glass. "Besides, there's no way you're not curious yourself."

"I guess I am, but that doesn't mean we should. There's drinking ages for a reason." Ace countered as Matthew filled up his glass.

"Ace, I love that you like to stick to the straight and narrow, really I do, but you need to loosen up sometimes." Matthew said as he sat down and raised his glass. "Cheers!"

"Yeah fine. Cheers." Ace responded clinking his glass against Matthew's before swallowing a small gulp of the beverage.

The liquid burned slightly in his mouth, the alcohol causing a weird sensation in his throat. But after the initial taste, the overbearing presence of the alcohol dissipated. The flavor was foreign but not at all displeasing. Ace had to admit, the drink wasn't as bad as he feared.

Matthew also seemed satisfied taking another quick drink from his glass.

After a few minutes they had finished their one glass of wine.

"So what did you think?" Matthew asked.

"Not bad. I'm surprised though. It didn't really feel much different than drinking a glass of grape juice." Ace replied.

"I know right? I thought we'd feel something, even after only one glass." Matthew said. "Guess it's just not as powerful as everyone makes it out."

"Maybe…" Ace replied.

"… Wanna have one more?" Matthew asked.

Now Ace and Matthew had agreed to have one glass just to make sure things didn't get out of hand. But considering the wine apparently did so little, Ace didn't see why one more glass could hurt anything.

"Alright. One more." Ace answered.

"Awesome." Matthew cheered before pouring him and his friend another drink.

"To our future as Hunters." Matthew toasted.

"You're enjoying this way too much. I should probably be concerned, but screw it." Ace responded before drinking.

After finishing their second glass, aside from some slightly blushed cheeks and the faintest tingle at the top of their skulls, the pair still felt nothing.

"Alright. Last round." Matthew said pouring his third glass.

"Last round." Ace said in agreement.

That was his mistake. Halfway through the third glass of wine, both Ace and Matthew discovered something about wine. Something they would learn a little too late. Wine was a silent killer and would creep up on you when you least expected it to.

Ace began to feel the effects of three glasses of alcohol through his body. He swayed a little in his chair. Even a novice drinker could tell that he was now officially drunk. The room seemed to spin around as Ace looked at Matthew, who wasn't fairing very well himself. The hammer wielder was, well, hammered and had his head rested on the table.

"Uno mas?" Ace asked through his drunken state.

"No mas Ace." Matthew replied as he shook the now empty bottle upside down to prove that there was no more… Right before losing his grip on the bottle and dropping it on the hardwood floor, shattering it.

Ace and Matthew looked at each other in shock before Matthew started giggling like an idiot. Ace, in his buzzed state, could only join him as they laughed hysterically.

"Pfft, whoopsie." Matthew snickered.

"M-Matt I think… I think you're drunk." Ace giggled.

"I swear to drunk I'm not Dust." Was his unintelligent reply.

"Yer definitely drunk." Ace replied.

"Not as drunk as you." Matthew responded. "You're drunker than I is."

"Nooo, no, no, no, _yer_ drunker." Ace smirked.

" _Thas_ what I said. I'm drunker." Matthew slurred before slamming his head into the table and toppling his wine glass.

" _Mahew_?" Ace asked, calling to his friend. " _Maaatthew. Maaaaatttheew._ "

Suddenly Matthew bolted up and frantically scrambled to his room. He returned a moment later with his hammer Vulcan in tow.

"Wha- What are you doin?" Ace asked as his friend ran by him and to the front door.

"ADVENTURE!" Matthew yelled before colliding with the door and falling to the floor.

Making a quick recovery and opening the door, Matthew ran outside leaving a very drunk and very confused Ace to process this sudden act of insanity. But being in an equally impaired state, Ace, still dressed in his armor, ran out after him.

Now being out where Matthew's family lived, there was only two ways you could go. To the wilderness that surrounded them on three sides, or north to the city that was a few miles or so away. As chance would have it, Matthew was heading for the city, Ace trailing slightly behind.

In no time at all they had ran all the way up to the beginnings of Vale city.

"HAHAHAHAHA!" Matthew laughed manically as he ran down the empty streets of a small neighborhood.

"Matt. You _shou_ slow down a _lil_." Ace slurred as he finally caught up.

Matthew continued his laughter as he ran around in circles. That was until he ran into a parked truck, setting off the car alarm.

Ace held his hands up to his ears as the annoying sounds from the truck hurt his sensitive ears.

"I THIN YA MADE IT MAD!" He yelled over the blaring alarm as lights in the neighborhood began to turn on.

Matthew looked at the offending source of the noise with disgust.

"AWW! SHUT THE HELL UP!" He screamed as he violently swung Vulcan at the truck sending it high into the air and into an electrical tower.

The truck hit with such force it bent around the frame of the tower, crushing some of the suspension and tearing apart wires, knocking out all power to the surrounding area.

"AHH!" Matthew roared as he ran down the street, flailing his hammer wildly, denting even more cars.

Within a few minutes, sirens could be heard in the distance, quickly making their way towards the drunken pair. Soon the faint whine of the sirens became loud as they rounded the corner.

The sound of police cruiser sirens was apparently enough to quickly sober Ace up enough to realize they were in trouble.

"Matt! Run! Hide!" He yelled.

Matthew, despite being blitzed, complied and began running back in the direction of his home, crashing into a garbage can on the way.

Ace followed after him passing through the headlights of an oncoming cop car. The vehicle turned around and began to follow after the strange Grimm.

In front of Matthew was yet another police cruiser blocking the way out of the neighborhood. With no choice, Matthew turned around and ran back before turning right and down another street.

Ace quickly caught up and turned the corner as the cop car following him continued its pursuit. As Ace caught up to Matthew they neared the end of the block and turned yet again down a different street. This time however, Ace tackled Matthew down to the curb and cloaked both of them, hiding them from their pursuers.

The car screeched to a halt as it passed the street, as the police had lost their mysterious target, being as Ace was the only one that was actually seen by any of the cops.

"What the, Where did it go?" The driver asked his partner as he stepped out, pointing a flashlight around to scan the area.

"I don't know, it just vanished. Know what I'm saying?" His partner asked.

"What kind of Grimm was that? You thinking Beowolf?" The driver asked.

"I'm thinking we don't get payed enough, especially not to track down a Grimm. Leave it to the Huntsmen."

"Yeah, let's go." The driver said in agreement before returning to the car and driving off.

As soon as both cars had left, Ace uncloaked both himself and Matthew.

"Wheew! _Tha_ was awesome." Matthew cheered.

"Hehehe. Yeah." Ace said returning to his drunken stupor. "I think we should go home though. I'm _soooo_ tired."

"Aww man!" Matthew whined. "Yer no fun Ace."

Ace, being too drunk to care, ignored his friends whining and picked Matthew off the ground, catching him as he nearly collapsed from his lack of balance due to the alcohol.

"C'mon Matt. Les go home." Ace said as he wrapped Matthew's arm around the back of his neck and his around Matthew's back to keep him balanced as they made the long trip home.

When they finally arrived back at the house, the pair went straight to Matthew's room and crashed. Ace being fortunate enough landed softly on Matthew's bed, while Matthew flopped onto the floor. Within minutes they were asleep.

* * *

 _"_ _A neighborhood was left in chaos when locals awoke to smashed property and no power this morning. I now turn to my partner for the rest of the story."_ A man said on the television, standing in the aftermath of last night's events.

 _"_ _Thank you Cyril."_ Lisa Lavender said to her partner as she appeared in the screen. _" Around midnight of last night, a call went out to the local law enforcement about reports of strange noises in the neighborhood. When police arrived on the scene, they claimed sighting a rather unusual Grimm lurking around the neighborhood. Despite their valiant attempts at finding the creature, the police could only come home empty handed, claiming it had vanished without a trace. A few thousand in damage was reported, including a crumpled electric tower and a crushed truck. Police blame the damage on the creature's rampage. In other news…"_

The television clicked off as Matthew's father stood in the room looking angrily at his son.

"Oww, my head." Matthew whined as he suffered through his first hangover ever.

"Yes Matthew. That's what happens when you decide to get drunk." His father sighed as he handed him a glass of ice cold water.

Matthew accepted the drink and greedily gulped it down in an attempt to alleviate his pain. He couldn't remember anything past the first glass of wine. Everything else was a huge blank.

Ace however could not say the same. While Matthew couldn't remember anything, it turned out that Ace remembered everything quite vividly. While he too was suffering from a hangover, he did a very good job of hiding it with his helmet.

When Matthew's parents came home and found the broken bottle on the floor they quickly deduced it was Matthew's doing. They were shocked when they found two glasses. Obviously it meant Ace was also involved.

"I'm very disappointed in you young man." Matthew's father said to his son. "And Ace, you were supposed to keep him out of trouble." He sighs.

"Sorry sir. I'll do better next time." Ace replied glumly.

While they suspected Matthew had talked Ace into drinking, they never assumed he was also drunk, rather tired from chasing Matthew around late last night. And that's how Ace intended on keeping it.

Sure he felt bad for throwing his friend under the bus, but it was Matthew's fault they were in this situation to begin with. And what Matthew didn't know couldn't hurt him.

"I should punish you both, but considering how you're feeling right now…" Matthew's father said, pausing as Matthew moaned into his pillow "I think you've suffered enough to learn your lessons." He smirked.

With that he left the two to their silence. After a while of calming the pounding in their heads, Ace finally spoke up.

"I'm never letting you talk me into doing something as stupid as that ever again." Ace growled.

"Oh, kill me now." Matthew moaned.

* * *

 _Present Day…_

As Ace sat in Junior's club he stared at Matthew, who was of course, drunk off his ass again, swaying to the music. As he looked into his drink, he smiled as the memory of their drunken adventure played in his mind.

"C'mon Ace! Have a drink! Have fun!" Matthew said before falling off his stool and laughing.

Ace smiled shaking his head at his friend. Looking back at the drink before him, he picked it up and downed it.

After all… What's the worst that could happen?

* * *

 **A/N: So while reading over my first few chapters of my fanfiction, I decided to do a short based on the time Matthew got drunk that Ace mentioned in chapter two, but with a small twist. You can count on seeing more Tales of Two later on. Happy Friendship Day everybody!**


	4. 2nd Halloween Spooktakular

**2nd Halloween Spooktacular: Slender: The Arrival**

* * *

 **Warning! Contains spoilers!**

* * *

It was Halloween once again. The night of spooks, terrors, and monsters was upon the students of Beacon. But this Halloween would be different than most. Outside the skies were darkened black, a black befitting the darkness of the holiday itself. The only light was that of the flashes of lightning they produced. A huge thunder storm was raging outside putting any and all festive plans dead in the water which for most was a real downer. AZRE, RWBY, and JNPR were no exception.

They had planned on having another party this year of much the same design as last year. Due to the rain however their location was lost. They had proposed to move it elsewhere but there was no private spot for them to move it too. Most of the students had remained at Beacon, making it impossible to have their party in peace.

Ultimately they decided to hold the party off until the storm was over and dispersed to do other things in the meantime. Matt however was mad that the weather made them have to push back their plans and stormed off to the training room with Dezaryl and Zweii. He needed better targets to smash than just a few combat drones.

This left AZRE's room vacant, save for two souls. Ace and Ruby were sharing a kiss on the leader's bed as the storm boomed outside. So rare was a chance for the two to be alone with each other, without Matt or Yang teasing the couple.

"It's a real shame the weather got this bad and just out of nowhere too." Ruby said breaking off from the kiss.

"True, it would have been fun to have our party on time, but this is pretty nice too." Ace grinned.

Another loud thunder clap startled the young girl, sending her into the comforting arms of her boyfriend. Ruby was not scared of the storm itself but rather more startled at how loud it was.

"That was a big one huh?" Ace asked sympathetically.

"Yeah. I don't mind the storms but this one is a bit noisy even for me." Ruby admitted.

"Don't worry Ruby. I won't let anything hurt you. As long as I'm around you're safe." Ace promised.

Ruby looks up with her beautiful silver eyes and her warm smile that Ace simply adored.

"Thank you Ace." She said sweetly.

"Hey I have an idea. How about we play a game together on Matt's Game System? It'll distract you from the storm." Ace suggested.

"That sounds great! It'll be fun to play with someone other than Yang for once." Ruby said excitedly.

Ace picked up two controllers and turned them on. However only one of them stayed on.

"Damn. Matt must have forgot to charge this one." Ace said disappointed.

"That's okay. I can just watch you play!" Ruby said with her usual optimism.

"You sure?" Ace asked.

"Yeah! It'll be fun." Ruby said sitting next to Ace on the bed closest to the television.

"Alright, I'll just load up…"

Ace's thought was cut off as a notification from the Game System popped up on the bottom of the screen, informing that a game had finished installing and was ready to play.

"Matt must have purchased a new game but never finished downloading it." Ace surmised.

"What is it?" Ruby asked curiously.

Ace navigated to Matthew's games and finds the game in question.

"Slender: The Arrival." Ace said reading the title. "I think I heard about this one. It's supposed to be a kind of horror game." He explained to Ruby.

"Sounds perfect for Halloween then." Ruby stated. "It looks like its single player. You should play it."

"Okay. Slender it is. I've wanted to see what the big deal about it is anyway." Ace said loading up the game.

The game dispensed with the usual opening credits to the companies that worked on the game before displaying a warning.

 _"_ _Warning: This game contains flashing lights that may not be suitable for people with photosensitive epilepsy."_ It read in bold white print.

"Nice of them to leave a warning so others don't get hurt." Ruby smiled.

The next screen had another rather interesting message.

"Approach this game with an open mind. Make use of your own personal relatable experiences and memories of desolation in the wild. You're on your own, and your survival is up to you." Ace read aloud. "Doesn't sound like something a couple of Huntsmen and Huntresses and training can't handle." Ace smirked.

"Yep!" Ruby chirped in agreement.

The game loaded up the title screen. Slender: The Arrival was scrawled on the black background in what looked like chalk. As the screen sat, the background began shifting, showing drawings of a forest scene with a strange figure to the side, presumably Slender Man. An eerie music projected form the game making the pair a little unsettled.

The background dimmed to black before changing again. Each background deepened the creepy atmosphere of the game with more words and scribbles.

"This looks scary already." Ruby said softly.

"We don't have to play it if you don't want to Ruby." Ace said turning to face her.

"N-No it's fine. I have you with me after all. And it's just a game. A really creepy game." Ruby said almost whispering the last part. She was going to fight monsters for a living. A simple game shouldn't scare her.

"Alright then. Here we go…" Ace said.

As he was about to press the button to start the game, the loudest clap of thunder yet boomed as a stray bolt of lightning hit Beacon, shutting down all power in the school. Beacon went dark.

"Ahh!" Ruby shrieked as she leapt into Ace's lap. Thank Dust it was dark or Ruby would have seen the blush on Ace's face. Except… It wasn't dark. Not entirely at least.

The television and the game were mysteriously still running without power.

"That's strange. That last lightning strike seems to have taken out all the power." Ace stated looking at the darkened Beacon Academy. "So why is the television still working?" Ace asked.

Before he could get an answer the game did something unexpected. The title screen and options flashed and flickered before they disappeared leaving a black screen. Before either Ace or Ruby could react, black tentacles emerged from the screen, binding them and dragging them closer to the television. The pair attempted to yell and scream, but before they could utter an alert, the inky black tendrils wrapped around their mouths muffling their cries for help.

Struggle as they might they could not escape their snare and lost consciousness as they were fully dragged into the screen.

* * *

 ** _"_** ** _So often we are guided by our devotion, our love, our affection… A bond that pulls us down paths not bargained… And when you find yourself alone as HE casts out that bedeviling gaze… How far will it carry you?"_**

Ace awoke with a sudden start as the last of these chilling words rang through his head. As he looked around he found Ruby sleeping next to him. Upon further examination they were in a car. The light of the sun shined through the windshield.

"Morning already?" Ace asked as he looked around. "Where are we? None of this looks familiar at all."

The tree's surrounding them where not green like the Emerald Forest, but orange and near bare, befitting the Fall season. The forest was also not as dense. A simple beaten dirt path stretched out before the car, which was blocked by a fallen trunk.

"Looks like we're walking." Ace sighed.

Ruby stirred from her sleep, her eyes fluttering open then wincing at the suns light.

"Ace, what happened? Where are we?" She asked.

"I'm not sure Ruby. The last thing I remember was that huge thunder storm knocking out the power and everything going dark. Next thing I know I woke up here, sleeping next to you." Ace answered.

"I bet this is one of Yang and Matt's pranks. I'm going to call them." Ruby said looking annoyed.

Ruby pulls out her scroll to contact someone but her scroll gave no signal. Instead a message was left on it.

"Get to Kate's house…" Ruby read. "Who's Kate?"

"I have no idea. But we aren't going to get any answers sitting here. Let's follow the path and see where it takes us." Ace said opening the door and stepping out of the car.

Ruby followed suit and leaves the vehicle, quickly joining Ace by his side. They step over the log and proceed down the trail. Birds chirped merrily as they walked.

"It's pretty nice out here… Wherever here is." Ruby said looking around.

"Yeah, it is pretty nice… Too nice." Ace said warily.

Halfway down the path they came across a parked SUV in the middle of the road.

"Looks like we may not be the only ones here." Ace noted.

As the duo continued their walk, they noticed a brick wall surrounding a house. As they approached the sky became darker and darker the closer they got to it.

"Night again already? How long were we out?" Ace asked.

"I dunno. You think this is the place?" Ruby asked.

"Considering it's the only place around here I'd say it's a strong possibility." Ace answered as they reached the front gate.

The front porch lights of the house were on helping guide the two through the now dark area. Oddly enough the door wasn't locked. In fact it was ajar.

"Something doesn't feel right about this…" Ace said suspiciously.

"Yeah, I know what you mean." Ruby said following him in and closing the door behind her.

The house was dimly lit, making it navigable. But as soon as they had started exploring Ace froze.

"Ruby… Do you see what I see?" Ace asked looking at the wall on their left.

On the wall someone had painted what were very clearly trees, but the most startling part was the tall figure drawn just to the left of the door.

"Didn't we see that drawing when we started that game?" Ruby asked.

"I think so. That's really creepy." Ace said as he moved through the door.

"Look! A phone. Maybe we can get a call out on the land line." Ruby said pointing at the device on the table.

Ace picked it up and examined it with a frown.

"Not likely. The phone line appears to be dead." Ace said putting it back down.

Looking around the room Ace noticed that a lamp was propped up against the arm of a couch at a slant. The large television in the room was leaned backwards against the wall.

"Whoever lives here is a real slob." Ruby said from the next room over.

Books were left scattered on the floor carelessly. If Blake saw this she would probably have had an aneurysm.

"Come on. Let's keep looking." Ace said stepping into the next room.

The next room turned out to be the kitchen. Carefully Ace and Ruby walked through it finding nothing special other than a locked door leading out back.

The next door led to a small hallway with a door on either side of the hall. The far one was open much like the front door was, leading to the garage. Ace closed the door and moved to the next one. This time they found a small room with an old timey radio and a flashlight.

"This will probably come in handy." Ace said picking up the flashlight.

Without warning the radio turned on all on its own scaring the pair. It started playing music for a bit before Ruby turned it back off.

"That was weird…" Ruby said.

"Yes it was. Let's keep moving. This place is really starting to make me feel uneasy." Ace said moving back through the hallway and into the kitchen.

Immediately to the left was a door to the dining room. Again there was nothing special other than more books on the floor. The next door took them back to where they started.

"Looks like the only other way is up the stairs." Ace noted.

The pair ascends the stairs and head right into another hallway. Ace took the lead and opened the first door into a bedroom. On the night stand were two robot figures, similar to the Atlesian Paladins. As Ace picked one up he couldn't help but feel as if someone, or something, was watching him.

Looking out the window, Ace caught a quick glance of a figure standing just outside the house. He was dressed very proper in suit and tie, but his face was a white blank. The figure, seeing he had been spotted looked up at Ace making the boy's blood run cold with his vacant stare, before disappearing into thin air.

"Dust! Where'd he go!?" Ace asked looking outside.

"You see someone?" Ruby asked.

"Yeah, and I really wish I hadn't." Ace answered. "We need to get out if this place and get home. Something is terribly wrong here." Ace said nervously.

"But how do we get out of here?" Ruby asked. Her scroll immediately buzzed after. "Search for clues as to Kate's disappearance…" Ruby said reading the new message.

"Who keeps sending these?" Ace asked.

"There's no sender. You're right something around here is wrong." Ruby replied.

"Well I guess we better do as it says for now. It's our best option." Ace said leaving the room.

"Look there's two doors. Maybe something's in one of them." Ruby said taking the closest door.

Ace walks to the end and grips the handle. Unlike the other doors, this one was locked shut.

"There's nothing on my end. Just a bathroom. Find anything there?" Ruby asked.

"No. This one is locked." Ace answered.

"I can see another room we passed at the end of the hall. Let's check there." Ruby said.

As they entered the room, Ruby spied a key on the end of the bed.

"Hey, this might unlock that door back there." She said picking it up.

"Good thinking Ruby." Ace said as she hands him the key.

Quickly they made their way back to the locked door. Ace fit the key in the lock, giving it a turn. With a click the lock came undone and the door opened. What they found was shocking.

Paper's littered the floor and covered the walls. Next to a broken window was some writing in red. It read 'CAN YOU SEE IT?' and right above it was a picture of a radio tower.

Ace looked out the window hesitantly, fearful he might spy that figure again. When he didn't he scanned the outside. A read light could be seen in the distance, presumably the radio tower.

"Hey Ace look at this." Ruby said looking at a piece of paper on the desk right of the window.

Ace picked it up and examined it.

"To the woods." Ace read.

Suddenly a blood curdling shriek sounded in the direction of the woods making the pair jump.

"What was that!?" Ruby asked unsure she wanted an answer.

"Sounds like someone's in trouble out there." Ace replied.

Ruby's scroll buzzed once again with a new message.

"Investigate the scream beyond the gate." She read aloud. "Okay this is just getting insane!" Ruby shouted.

"I agree. But I don't see what choice we have." Ace stated.

"Ace I'm scared." Ruby whimpered.

"Hey, I told you. I'm not going to let anything happen to you." Ace said softly. "Come on." Ace said taking Ruby's hand in his own, the contact comforting her.

The pair made their way out of the house and walked around to the back. The back gate was open, leading to a hilly area with even more trees. Another trail seemed to lead the way to their next destination.

A short while later and they came across a generator to the side of the trail. Curiously, Ace turned it on. A trail of lights powered on lighting the area up a bit more.

On a nearby tree, a poster caught the flashlight's glow. Ace examined it. It was a missing child poster. A young by the name of Charlie Matheson Jr was reported missing.

"We should keep an eye out for him." Ruby stated looking at the picture.

As the pair walked they both felt a chill. They looked up on one of the hills only to spy the same figure watching them.

"There it is again…" Ace whispered.

As they continued down the trail, not once did they take their eyes off of it. The way it just stood there watching was unnerving. The trail took them closer and closer to their dismay. The figure once again disappeared in the blink of an eye when they got too close.

"I don't like this. This seems like something I've heard of before." Ace said as they continued onward up the hill the figure had just stood a few seconds ago.

From the top they could see another generator. Like the last Ace powered it up and in turn illuminated the trail with more lights. The trail led to a small wooden bridge across a stream. The bridge was damaged in the middle, only leaving a plank to mend the gap across. Treading carefully, the two cross and continue until they come across an old burnt building.

"Maybe the scream came from there." Ace said walking towards it.

As they entered they could see the damage to the interior was heavy. The walls were almost nonexistent save for the burnt wood frame works. The ground was covered in ash and debris. Moving deeper into the house, the sound of crying could be heard, louder and louder until Ace and Ruby found the source. A withered figure, almost zombie looking, stood facing a wall, shaking every few seconds.

"Hello?" Ace greeted. There was no reply. Walking up to the person Ace tried again. "Hello?"

This time the figure responded quickly turning to face the Half Breed and lunging at him.

"AHH!" Ace and Ruby screamed closing their eyes. When they opened them the figure was gone without a trace. It never touched them.

"Ace, let's get out of here. Please." Ruby pleaded. Ace nodded.

The pair stepped out of the house and back to the trail. Another generator sat at the side and sticking to the pattern, Ace turned it on as well lighting up a small construction site as well as the rest of the trail, before quickly dying out. Following the trail they soon reached a small building with a sign that read Oakside Park.

"The fence is closed. We have to go around then." Ace said walking to the side of the building.

A door led to the interior but as they went through, they found a second fence blocking their path to the woods. Walking through a couple of doors across from where they entered they found a new message.

"Find me Lauren…" Ace read.

A small journal lay open on a table below the message. Ace quickly skimmed the pages that were left open. Putting the journal down Ace opens a door leading to the other side of the fences. As they walked, they could hear whispers all around them, but not a soul in sight.

"Stick close. We don't want to get separated out here." Ace said to Ruby.

The pair walked towards an illuminated structure, a small watch tower by the look of it. At the bottom was a sheet of paper taped to the bottom. Ace picked it up for examination when Ruby's scroll buzzed again.

"Find remaining seven pages." She read causing Ace to gasp.

Ace instantly thought back to before they woke up. Everything became much clearer. He remembered the dark tentacles reaching from the television and dragging them into the black screen.

"Ruby… I think I know where we are now." Ace said fearfully.

"Where?" Ruby asked without looking from her scroll.

"We're in the game…" Ace gulped.

"The game? What makes you say that?" Ruby asked.

"Him…" Ace answered making Ruby look up.

Before them was the figure, not but a few feet away staring at them, black inky tentacles protruding from his back. Slender Man.

Ace and Ruby reached for their weapons, but found nothing. They were defenseless.

"Ruby…" Ace started.

"Yeah?" She replied quivering.

"RUN!" Ace shouted dragging her away from the specter before it could catch them.

"How is this possible!?" Ruby asked as they ran deeper into the woods.

"I don't know! Somehow that thing has trapped us in here. Just keep moving. I have a feeling if he catches us its game over… For good." Ace answered.

"So what do we do?" Ruby asked.

"We find the pages. Maybe if we beat the game we can find a way out of here." Ace replied.

The two came across a map of the park. Looking on it Ruby found another page.

"Got one." She said taking it off. "This looks like a map of the area. That's useful." Ruby noted looking at the sign.

"That leaves six more, but from what I heard, he makes it harder and harder to move around and search for them the more you get." Ace stated.

"Then let's find them quick." Ruby said walking along the path.

"Agreed. Look for land marks. That's where they will be." Ace said.

"What about over there? I see a light." Ruby said pointing off further down the trail.

"Let's go find out." Ace said as they ran to the light.

The pair found a lit area containing a number of shipping crates. Placed on the side of one was the third page. Ace grabbed it, almost immediately regretting it as he could feel a distortion around them. Slender was nearby watching them again.

"Don't look at him Ruby. Whatever you do don't stare at him." Ace ordered, leading Ruby away.

"Trust me I don't want to." Ruby replied.

Not too far from them, they spied a campfire and a tent. Another page was taped to the side.

"That's four. Halfway done. Things are only going to get harder now." Ace said pocketing the fourth page.

"Maybe not. Look! The fifth page!" Ruby said pointing to a nearby truck. On the window was indeed the next page.

The two ran over but were stopped as Slender appeared in front of them.

"Shit! He blocked us! Run away!" Ace said sliding to a stop and returning back to the truck with Ruby.

Ruby looked behind to see Slender teleport away.

"He's gone." Ruby stated.

"He'll be back. Let's grab the page before he decides to show up again." Ace said running back to the truck and snatching the paper as he passed.

Slender appeared again blocking the way.

"Into the woods!" Ruby shouted as the pair ran for their lives.

Up ahead they could see the orange glow of a flare lighting up an abandoned canoe. A page was placed on a dead neighboring tree.

"That's page number six. Two more!" Ace said grabbing it before turning onto the trail and away from Slender who had teleported close to them.

"This game isn't fun!" Ruby cried as she ran.

The two stumble upon another marked structure, a bathroom inside the woods.

"In here!" Ace yelled running inside.

"Won't he trap us in here?" Ruby asked as she joined him.

"Trust me, in here is much safer than out there. Besides there's a page in here and I'm tired of running." Ace said as they walked slowly through the building.

"So what's the plan?"

"We rest for a minute, find the page, and run like Hell until we find the last one." Ace answered turning a corner.

As he suspected, a page was taped to one of the stalls.

"3… 2… 1!" Ace shouted as he grabbed the seventh page. "Legs don't fail us now!" Ace said as he and Ruby ran out the other side of the building.

"Where do we go!?" Ruby asked.

"There! I see another light!" Ace answered as they narrowly dodged Slender again. "He's not letting up now!"

The two weaved through the trees escaping slender at every turn, until they found the source of the light, a small water tower with the eighth page on the base.

"Grab it quick!" Ace shouted as Ruby snatched the final page.

"Yes! We got it!" Ruby cheered.

Looking around everything was quiet again as Slender seemed to have vanished. They had the eight pages, but the game didn't seem to be over.

"Did we win?" Ruby asked.

Then the familiar noise of static sounded behind them. Slowly they turned to come face to face with their pursuer.

The pair screamed as they ran as fast as they could from him, but it did them little good. He was on them at every turn. Ace and Ruby stumbled as they slid down a small cliff side and landed on the ground hard, losing consciousness as everything went black.

* * *

Ruby awoke first, lying face first in the dirt. She looked around, noting they were still in the same forest. They hadn't won. Not yet. But it was bright out now so that was a small consolation.

"Ace! Ace wake up! Please wake up!" Ruby pleaded shaking her unconscious boyfriend.

When Ace did not stir Ruby began to become frantic, looking at her half of the pages and rocking back and forth in near hysteria.

"Ugh, remind me to thank Matt for the wonderful time…" Ace moaned sarcastically as he sat up.

When he saw Ruby muttering incoherently in her disheveled state, he acted quickly.

"Ruby! Ruby, it's okay." He said comforting her.

His voice seemed to snap her out of her panic as she looked at him with teary eyes.

"Oh thank Dust you're okay." Ruby said hugging him tightly.

"Ruby… Choking… Not breathing." Ace wheezed as the young girl was unwittingly crushing him.

"Oops! Sorry." Ruby said as she lets go, smiling sheepishly.

"Don't tell me we're still in the game." Ace said looking around.

"Okay. I won't tell you." Ruby replied.

"I guess we keep moving then," Ace sighed.

After a bit of walking the couple found an entrance to a dark tunnel stretching onto the base of a mountain. It was labeled as Kullman Mining Facility.

"Look. The radio tower is up past this mountain." Ruby noted. "Doesn't look like there's any other way up there than through here."

"Great. We finally get some light and we have to go right back into the abyss." Ace sighed.

"I'm so tired of running form shit." Ruby said wearily.

"I know." Ace replied guiding the girl to the dark of the tunnel.

"Think we'll see you know who in here?" Ruby asked.

"Dust I hope not. But knowing how this game works something will be in there chasing us." Ace answered.

Ruby took point shining the flashlight to find their way through the dark. A short way into the mining facility more whispers, similar to the ones heard back in the woods, could be heard. An omen of ill will for sure.

Moving past crates and barrels, they found themselves up against the end of the tunnel.

"Closed. Looks like we need to find another way in." Ruby stated.

"There's a door just to the right." Ace said walking towards it.

"Looks like the power room, only without power." Ruby said shining the light on the dead machinery.

Finding another door, the two entered the depths of the mining facility, white chalk arrows pointing the way. Following the instructions Ruby spied more writing.

"Get to the tower… What do you think we've been trying to do?" Ruby asked rhetorically.

Looking to the left, Ace spied a service elevator. More chalk arrows pointed up.

"This should take us to the top. But it looks like it's out of power." Ace stated as he noted the six red lights.

"Then we just have to find a way to give it some power." Ruby stated.

"Look another generator." Ace said as he tried to activate it.

The generator clunked for a few seconds before shutting down again.

"Are you serious? It's out of gas." Ace sighed.

"Good thing I found this by that wall." Ruby said lifting a small gas canister up.

"Ruby, you're a genius." Ace said as she handed him the fuel.

Filling it up, Ace powered it on again, this time with a lasting effect. The light shined green on the generator as well as one of the six red lights on the elevator.

"That's one. By the look of things there are five more. I bet you they're all out of gas though." Ace stated.

"So five canisters and five generators. Joy." Ruby said sarcastically.

Suddenly, fences and gates around the area squeaked open, revealing more paths.

"Well… Shit." Ace said counting at least three paths.

"Let's go to the left and work our way around. We're bound to find them."

Taking his girlfriend's advice, Ace walked to the closest path on the left. Walking through a locker room, Ruby quickly found another gas canister, picking it up for later use. The second generator was not too far ahead behind a fence. Using the same method as the first generator Ace poured in the fuel and powered it up.

"That's two." Ace said. "Now if the others are this easy we'll be out… Of… What is that noise?" Ace asked trailing off and looking around.

The sound of rapid footsteps filled the tunnel. The pair looked around for the source but spied nothing until…

"Ace! Behind you!" Ruby screamed as grotesque figure in a hoodie was spotted barreling towards Ace.

The figure tackled Ace over, swiping and clawing at him as he struggled against it.

"You are one ugly bitch!" Ace shouted as he failed to shake it off.

"Get off of him you creep!" Ruby said flashing the light into the figures face blinding it and scaring it off into the further depths of the mine.

"Looks like we're not alone anymore. Good news is that it seems to be greatly disoriented by light. Flash it if it comes back and we should continue to evade it." Ace informed as he got up off the ground.

The duo continued their way through the mine and its various nooks and crannies, collecting more gas and powering more generators. Their mysterious stalker continued to seek them out but Ruby continued to blind it, making time for escape. By the fourth generator things were looking pretty good.

"Two more and we're out of here." Ace said, walking towards another gas canister.

As he picked it up, the same dreaded sound of Slender teleporting could be heard close by. Very close. Ace looked up to find none other than the tuxedo wearing specter standing in front of him.

"Holy fuck you scared the shit out of me!" Ace yelled at the returned antagonist.

Slender did not move to catch him but rather teleported away instead.

"Now we have to deal with him again AND that other thing? That's just not fair!" Ruby whined.

"Come on. There's an upper level. Bet you that's where the last generators are." Ace said taking a walkway up to the higher floor.

The next generator was in a small room. Quickly Ace repeated the process and powered it up.

"That's the fifth one… No sign of either of those two. That's very odd." Ace thought out loud.

"Who cares? We have one more and I just found the last gas canister we need." Ruby stated picking up the red canister.

The two explored further on, reaching a metal catwalk overlooking a room they had passed through before. Interestingly they had missed a generator tucked between some crates. They would have missed it again had Ace not spotted the faint red glow of its light.

"How'd we miss that one?" Ace wondered.

The sound of running could be heard once more as the hooded figure appeared behind them, running onto the beginning of the catwalk. Ruby shined the light at it blinding the ghoul. Ace looked on in dismay as it shielded its eyes and walked slowly ever closer. It became even worse when Slender appeared on the other side of the catwalk blocking their path, slowly creeping closer as well. They were boxed in with nowhere to go.

"What now?" Ruby asked, the fear evident in her voice.

Ace looked to the floor below. It was not a long drop but landing would be rough landing. With no other options Ace made the call.

"Jump!" Ace shouted flinging himself over the railing.

Ruby followed after, the two landing in a pile of crates smashing them.

"Ow…" Ace moaned as they dusted themselves off and moved to the last generator.

As it activated the two ran back towards the main room, the hooded figure behind them. As they jumped on Ace hit the button powering the elevator and starting its ascent.

"That was too close." Ruby panted.

"Yes and it seems we still aren't free of this game." Ace noted as they reach the top of the elevator shaft.

"I can see daylight!" Ruby said as they turned a corner, finding the exit.

"Freedom! It smells so sweet!" Ace shouted as they ran outside.

They were now atop the mountain. There was no dirt path to guide them this time, so the two merely walked straight on the path available.

"The radio tower is just over there." Ace said, spying it past some boulders and trees as they stopped at a ridge overlooking the woods they had narrowly escaped.

"We're so close." Ruby stated looking at the tower that marked their supposed salvation from this nightmare.

A few minutes of walking and the duo came across an odd sight. A child's teddy bear sat against a tree. The eyes appeared red, the reason unknown, but after all that had gone on so far the two didn't dare think about why they were like that. 'Charlie' was written in permanent marker across its chest.

"Well there's his toy, but where is the child?" Ace asked touching the bear.

Instantly his head flashed with a sudden surge of memories. He watched a young boy on the beach walk off into the woods, ultimately getting stuck at a dead end. Literally. Slender's tentacles branched out all around, slowly encasing the boy as he futilely screamed for help. His father and mother's cries for their child were the last thing he heard before the boy, only known as Charlie, was claimed by Slender.

"Ace… Ace what is it?" Ruby asked as the boy shed a tear.

"You don't want to know."

"Please. Just tell me." Ruby pleaded.

"Charlie… He's gone. Slender got him." Ace said solemnly.

"Oh Ace…" Ruby said hugging him.

It was a game sure, but right now, everything was very real, even the loss of a virtual life.

"Let's keep moving." Ace said giving the toy one last glance.

The pair walked in silence. No words exchanged. They finally reached a mined out tunnel. At the end was a small shed. A small note clung to the door, the same words written over and over. 'I want to die.' Whoever left it was beyond insane at this point.

Ace recalled Ruby rocking in the forest. Would they too succumb to the darkness and madness of this world? He shuddered at the thought, pushing it out of his mind.

The pair found an old television sitting on a desk. Two tapes were sitting next to it, one with a file labeled 'Homestead' the other with an indecipherable label. Just past a nearby dumpster was a door, firmly locked.

The file seemed to be written by some guy named CR. It was a report on the farmland owned by Charlies parents filed after the child's disappearance.

"I guess we have to watch whatever horrors are on these tapes before we can continue." Ace said picking up the unlabeled one and popping it into the VCR player.

A woman appeared on the screen, madly drawing something on a sheet of paper as a storm flashed outside her window. The woman appeared to be in the locked room back at the house.

"I think that's Kate." Ace said as they watched.

The woman looked directly at the camera before picking it up.

 _"_ _He's here…"_ Kate whispered. _"Close all the windows and doors. Don't let him in."_ She said walking out of the room.

For the next couple of minutes she moved around the house securing windows and doors. As she closes the final window, Slender Man appears just outside of it. She quickly retreats to the front door closing it. The piano in the nearby room begins to play all on its own. Curious, Kate looks through the doorway only to find Slender Man had made his way into the house.

 _"_ _Hide."_ She whispered frantically, running up the stairs and into her room, slamming the door behind her.

But her escape was short lived. She turned to stare directly at the invader before running through her window and to the floor below. The tape ended there.

"That explains the broken window we found. I bet Kate was the source of the scream we heard too." Ace deduced.

"She's probably the one that's been leaving the messages everywhere as well." Ruby reasoned.

Ace picked up the second tape, popping out the first and replacing it. Instead of a film playing the shed around them disappeared, leaving them in a new location.

"Oh shit. I think we're in the movie now." Ace said looking around at the surrounding farmland.

"We're in a movie in a game… Yeah okay, fine." Ruby said pinching the bridge of her nose in annoyance.

"Stop that. You look like Weiss when you do that." Ace smirked.

Ruby blushed faintly at the fact she had been caught acting like her partner.

"Where should we go? The house or the barn?" Ruby asked.

"Barn. It looks like it leads somewhere." Ace answered moving into the decrepit structure.

"There's a way out, but it's blocked by these crates." Ruby said looking at the blockage.

"Hold on. It looks like it's attached to a pulley system. If we find the crank we should be able to lift it." Ace stated following the length of the rope. "Up there."

Moving up some stairs, Ace quickly found the crank, turning it and clearing the way.

"Nice work Ace." Ruby commended as Ace jumped down next to her.

The two walk out of the barn and to a large silo building. Looking inside, it was discovered to be too dark to see. An old rusted generator sat to the side of the entrance.

"Looks like we need gas again." Ruby sighed. This monotonous quest for random junk was beginning to tire her out.

"Maybe that shed over there has some." Ace said pointing to the nearby structure.

Quickly rushing over to investigate, the pair soon found they would need to search elsewhere for gas. Another door led to the other side of the fence and into a spacious field of corn stalks. A windmill could be seen to the left side of the field.

"Maybe that's where we should head next. I don't think it would be wise to walk through this thick mess." Ace stated following the fence line.

As they near the windmill, they find that the fence cuts them off from their intended target. Instead a wooden door in the ground draws their attention. A dimly lit stair way just under the surface could be seen.

"A cellar, underneath the farm. Suspicious…" Ace mused.

"Fuck our lives…" Ruby groaned as they descended down the stairs.

Ace pulled a switch lighting the dark passageway. The lights flickered on and off randomly.

"The wires are faulty. Watch your step down here." Ace warned.

Navigating their way through the cellar was beyond creepy. Water dripping could be heard around them. As they moved into the next passage way, the lights shut off briefly, before turning back on. At the end of the hall, Ace and Ruby gasped as a skeletal figure ran across the hall before them.

"Not another one." Ruby whined as she turned to leave the way they came.

Ace grabbed her by the cape pulling her back.

"Ruby, I'll fight whatever we find bare handed if I have to. I'm not letting them get the best of us." Ace said hugging the girl.

"I want to go home…" Ruby sniffed.

"I know Ruby. I do too. I've had just about as much as I can take of this place." Ace said as he comforted her.

Ruby nodded and began to walk forward before Ace grabbed her hand. She looked back at the boy who despite his fear wore a smile to encourage her everything would be alright. Ruby smiled at the unspoken message before they moved deeper into the confines of the cellar.

A room could be seen just to the left, the same direction the Skeleton ran off to. With no sight of him they moved into it.

"Ruby, look. The gas canister is just by that door." Ace said drawing the young girl's attention to the very item they were seeking.

Ruby sprinted over and collected the fuel before looking down another hallway. The Skeleton was staring at the wall paying them no mind. Ruby stealthily returned to Ace shaking her head as she pointed at the door.

"He's down there isn't he?" Ace asked with a whisper.

Ruby simply nodded in response.

"Out the way we came then." Ace whispered.

The two quickly and quietly returned to the stair way and back to the surface. The sky was now a dark blue as the sun had begun to set. The couple proceeded to run back to the generator, fueling it up and turning it on. The lights came on with a low hum. Carefully they make their way through and to the other side.

A small tree-house drew their attention. As Ace and Ruby walked up, a faint shine of something metal could be seen on the wood floor. On closer inspection it turned out to be a key.

"Looks like we're going to need this if it's just lying here." Ruby said picking it up.

Ace had explored a little farther until he spied a church near a small cemetery. As if the morbid game world wasn't spooky enough. A locked gate stood between the corn field and the church.

"That key you picked up probably helps us get to that church over there." Ace stated.

Quickly the duo returned to the field, now shadowed by the dark of the night. As they stepped in a knocking noise began droning all around.

"This is the part where we run." Ace stated before grabbing Ruby's hand and following the right side of the field in a mad dash.

The knocking noise only intensified the further they ran. Neither of them dared looked back in fear that whatever was making the noise would appear behind them. Finally they reached the gate and the noise ceased. Whatever it was, it was gone now. Ruby quickly withdrew the key and opened the gate.

Up close the church was even creepier than the surrounding graves. Slowly opening the door they made their way inside, not even bothering to close the door behind them. A few steps in and the door slammed shut.

Turning around they see the thing they feared most. Slender Man had returned, staring blankly at them.

"Will you just piss off already!?" Ace growled.

As if in response to his request, Slender warped away.

"Wow. That actually worked." Ruby stated in awe.

"Yeah I know. If I had known it would have made him leave I would have told him sooner." Ace laughed.

His mood changed when he spied a collection of toys in the middle of the church. A plastic doll was the first thing he saw but it was not the most shocking. It was the toy train set.

"No… These were in that memory flash. Slender used them to lure Charlie. But if they're here…" Ace trailed off as he touched the train engine.

A door to the side of the toys slammed open as the zombie like figure form the burnt house barged in. Seeing Ace near the toys seemed to enrage it as it let out a monstrous cry of anger.

"Ace the door is locked!" Ruby said as she pulled at the handle.

"Through the hallway!" Ace yelled as he sprinted away from the walking corpse.

"It's following us!" Ruby shouted as she caught up with Ace.

The two ran onto the alter and jumped down, leaving the church the way the zombie had come in. Ace slammed the door behind them but did not stop. The path before them was a shortcut to the house they had seen at the beginning of the level.

"Just keep running Ruby!" Ace shouted as they neared the house.

"Keep running. No shit! I thought I'd just walk around and take some pictures while that thing decides to catch up!" Ruby said with heavy sarcasm.

Entering the house, they quickly made their way up stairs to the attic, maneuvering around bookshelves. Another way down could be seen at the other side of the room. Ace dropped down first, followed shortly by Ruby.

As they walked down the short hallway a door slammed open as the corpse made a frightful return. Ace and Ruby ran through the house and out the front door back to the path before the house. Ace stumbled, crashing into Ruby and sending them to the ground. The figure did not seem to notice as it ran past them and into the distance.

When the two opened their eyes they were back in the shed, and the door was now open.

"That thing… I think that's what happened to Charlie…" Ace stated.

"That was Charlie?" Ruby asked.

"What was left of him. An empty, soulless husk of…" Ace trailed off once again before it clicked in his head. "Souls. That's what that Slender is after. HE dragged us into his world for our souls." Ace said with realization. "We need to get out of here right the fuck now." Ace stated walking through the door.

Once outside, the duo returned to walking up the mountain side on the only path available to them. Finally reaching another tunnel, they entered with little hesitation. Jumping down a small ledge the two find themselves in a small cave with writing scrawled all over the walls. A large note was left on a rock nearby.

"I'm so sorry. I'm so sorry for everything. This isn't your fault. I did this. By the time you read this it's already too late for you. Don't let him into anymore lives. This was all my fault. This can end with you. I let him in… Why did I ever let him in? I'm so sorry for placing this burden on you. I wish it was all on me. This can't spread any further. Please, it all has to end with you. I wish there was some other way… It has to end. God forgive me." Ace read.

"We're… We're not going to make it are we?" Ruby sobbed.

"Of course we are. Don't even think that we aren't." Ace said with determination.

"But…"

"No. We're going to make it. I promise." Ace said stopping the girl.

"I love you Ace." Ruby said hugging the boy.

"I love you too Ruby." Ace replied, running his fingers through her short hair. "Let's get moving."

The two continued to make their way through the tunnel. The smell of smoke soon began to fill the air. When they reached the end of the tunnel they soon found why.

The forest before them was on fire, an inferno that raged across all of its entirety.

"That sick bastard…" Ace swore, clenching his fists. "The radio tower is right there and the only thing in our way is this fire!"

"Ace…" Ruby whimpered.

"We're going through." Ace declared. "We've come too far to just quit now."

Ruby only nodded in response, but her hope was quickly being destroyed by fear.

The two pressed forward, hearing the whispers again. A tree collapsed and caught fire in front of them blocking their way. Ace quickly led Ruby through an alternate route safely around the blaze.

Then, the familiar and dreadful sound was heard. Slender Man stood amongst the burning foliage, his ever watchful gaze set on his targets.

Quickly Ace and Ruby ran through any path available. Slender pursued them relentlessly blocking them every chance he got. If it wasn't him, the burning and collapsing trees blocked their path. This was it. The end was near and Slender knew it. He was becoming more desperate… And aggressive. No longer was he toying with them. This was his ultimate pursuit to catch them.

Barely avoiding a blaze that spawned before them, Ace and Ruby ran up the hill side and closer to the tower.

As they neared the precipice of the hill, Ruby tripped, collapsing to the ground.

"Ruby!" Ace shouted as he came to a halt to go back for the girl.

Slender appeared behind her, summoning his many jet black tendrils to seal the young girls fate.

"GET AWAY FROM HER!" Ace yelled angrily as he charged forward.

As Ruby tried to crawl away, her leg became caught by one of the Slender's tentacles. She cried out in fear as it began dragging her towards its owner.

Before it could bring her any closer, Ace was upon it and stomped on it with his thick boot. Slender Man arched back in pain, releasing his hold on Ruby and withdrawing the injured appendage.

"If you want her you have to go through me first!" Ace shouted as he picked Ruby up in a bridal carry and ran with all his might to the tower. Reaching the already open door, Ace rushed in and slammed it shut.

"You saved me. Thank you." Ruby said to her savior.

"Of course I did. I promised I'd keep you safe." Ace smiled.

"That was really brave back there." Ruby smiled giving Ace a kiss on the cheek.

"That wasn't brave, that was suicidal." Ace laughed. "Come on."

Gently putting Ruby down, Ace walked to a metal door before them. As usual it was locked.

"We need another key…" Ace stated.

"You mean this one? I found it in a room over there." Ruby said holding out a small key.

"Thank you." Ace said taking the key and unlocking the door.

A loud thunking noise sounded startling the pair.

"Get going. I'll close the doors behind us." Ace ordered.

The two made their way through a series of doors as quick as they could, making sure to close them as they passed through. The flashlight they had been carrying died as they passed the first door, and with no more use for it, Ruby dropped it on the floor.

Finally they arrived at a dead end, a burnt corpse sat against the wall with the words 'I failed you' written above it. By it was a video camera. Picking it up Ace pressed the play button.

Frantic screaming echoed through the room as it played. When it finally ended there was a chilling silence. The lights at the opposite end of the hall turned off leaving a small flame as the only light source. Within seconds the zombiefied Charlie appeared charging from the darkness. Ace and Ruby screamed as he was upon them, so intense was their fear they passed out holding each other.

* * *

The two awoke in a new location, where they did not know. In front of them sat Charlie, who only watched them.

"What do you want with us?" Ace asked.

Charlie gave no response, other than looking to his left and right.

"I think he wants us to find something." Ruby stated.

Cautiously they split up and found two papers. As they returned to the living corpse, the lights flickered and Charlie was gone. The sound of someone crying could be heard on the floor above. The couple walked up to investigate and quickly found they were back at the burned house. Moving to the source of the noise, they found a woman crying in the corner.

"Kate?" Ace asked as he approached.

When he was close, the woman turned into the hooded figure from the mining facility and sprang on him knocking him to the ground.

"That's not Kate anymore!" Ruby cried as Ace and the figure formerly known as Kate fought on the floor.

With a swift punch from Ace, Kate slumped over to the side of the boy. She was dead.

In a flash of light, Ace and Ruby found themselves sitting back on the bed in AZRE's dorm room. They had done it. They escaped with their souls and their sanity.

"We're home. We're finally home!" Ruby cheered.

"I told you we would make it." Ace replied.

The room was still dark. Ace looked at the clock on his scroll. They had been in the game for hours but only a few minutes had gone by. In that time the storm seemed to have subsided leaving a clear night sky.

The door opened and the rest of Ace's team walked in.

"Hey guys. What have you been doing?" Matthew asked.

Before Ace could answer the television screen flickered with static as Slender Man's face appeared on it. The specter began to emerge from the screen, stopping as he was hanging out by his waist.

"NO! We beat you!" Ace yelled.

Ruby was so frightened by his return she began rocking in the fetal position on the bed, ranting through her tears, just like in the game.

"What the Hell is that thing!?" Matthew shouted.

"It's from that stupid game you were downloading on the Game System!" Ace shouted.

"What game!? I wasn't downloading anything!" Matthew replied.

Tendrils began to emerge from Slender's back quickly snatching the entire team as they were caught unaware. The tendrils slowly wrapped around their victims as the struggled in vain to escape.

"Ruby! Ruby please do something! I know you're scared but please!" Ace pleaded. "RUBY!" He shouted one last time before a tendril wrapped around his mouth silencing him.

Ruby looked up with resolve in her silver eyes. Drawing Crescent Rose from her back, which had been returned on their return, she leapt off the bed bringing the massive Sniper Scythe down, splitting the Game System in half.

Slender Man buzzed and flickered like static on a television, fading away into nothingness.

Ace, Matthew, Dezaryl, and Zweii dropped to the floor with a loud thump.

"Ruby… You did it." Ace said getting off the floor.

"Yeah. I guess I did!" Ruby replied happily. "I couldn't let him take you."

"Thank you Ruby." Ace said giving the girl a kiss, to which she happily returned the gesture.

"Yeah thanks, but look at my poor system." Matthew sighed picking up the two halves of his possession.

"Don't worry Matt. We'll get you a new one." Zweii stated.

For Ace and Ruby, they were merely happy to be alive. This would most certainly be a Halloween they would never be able to forget.

For now they were safe. But atop Beacon's tower, illuminated by the light of the shattered Moon, A suited figure stood watch from a far, plotting his revenge before teleporting away, in the blink of an eye…

* * *

 **A/N: Oh my God! That was way longer than I thought it was going to be! I thought I'd never finish! But hey, a special holiday themed chapter deserves a special length. Here's wishing you all a very Happy Halloween.**


	5. Ace's Birthday

**Happy Birthday: Ace's Surprise Party!**

* * *

May 24th. A day just like any other day. Except for one person. And that person… Was still sleeping, unwilling to be taken from his rest, and oblivious to the secret plan his friends had set forth.

Today was Ace's birthday you see, but the boy had made no hints to anyone since the beginning of the month. In fact, with all the craziness that had been going on with school and the threats of Vale, Ace had completely forgotten about it.

But his friends had not. Matthew, Dezaryl, and Zweii all knew as this had been information revealed to them during Ace's team bonding meeting way back after the first week of attending Beacon. Of course with the date quickly approaching, they had told RWBY and JNPR about it at the beginning of May.

Ruby of course became excited with the idea of celebrating her boyfriend's 18th birthday with him. He had always been the one to treat her and shower her with gifts here and there since they had started dating. Now was her chance to flip the script.

Everyone else felt much the same as Ace had always tried his best to look after them and their best interests, talking with them and sorting through their inner turmoil. So today, they all wanted to give back a little to the Grimm Warrior.

The only issue that arose was the fact that Ace had neglected his own date of birth and had made no plans for himself. So they had decided to take the matter into their own hands and to throw him a surprise birthday party. Earlier preparations had already been made, the collective group purchasing decorations, supplies, and even presents earlier in the week. All that was left was to put everything together without Ace finding out to early.

Of course they would soon find out… That would be easier said than done.

* * *

Ace awoke that glorious Saturday morning with reluctance. He had been having a rather pleasant dream about him and Ruby spending some couple's time in the woods. It started with a romantic picnic and ended with the duo slaying Grimm together. After the last creature of darkness had been dropped, the two leaned in close, their lips drawing closer and closer and…

THUNK!

The Half-Breed, oblivious to his surroundings in his dreams, had rolled off the bed and onto the harder floor. With a groan, Ace picked himself up off the ground.

"Hey, morning there Ace." Dezaryl greeted.

"Are you okay? That sounded like it was quite the little tumble." Zweii asked with concern.

"I'm alright." Ace replied groggily before releasing a long yawn.

The leader then began moving to the door, alarming the other two occupants of the room.

"Hey, where are you going?" Dezaryl asked.

"Shower." Ace replied simply as he exited the room.

Once the door re-closed, the two sighed in relief.

"Man, I was hoping we could count on Ace's sleeping habits to get things finished before he got up." Zweii said.

"Yeah but he's up now… Look all we have to do is keep him distracted while the others do their parts." Dezaryl stated.

"That shouldn't be too hard." The knight said.

"It'll be easy."

A few minutes later, Ace had returned from his shower feeling refreshed and much more awake after his morning rituals. As he entered his room he noticed something he had missed before he left.

"Hey guys? Where's Matt?" Ace asked causing Zweii and Dezaryl to flinch as they paused the game they were both playing.

 _'_ _Damn he's asking questions!'_ Dezaryl thought, his semblance sharing his concern with Zweii in secret.

 _'_ _What do we do now!?'_ Zweii though back in a panic.

 _'_ _Make something up!'_ The archer answered before severing the connection.

The duo turned to Ace who was waiting for an answer.

"Uh, I think he said something about getting some training done." Zweii lied.

"Yeah training." Dezaryl affirmed.

"Training… On a weekend morning… Are we talking about the same Matthew Erthanos here?" Ace asked in disbelief.

Internally Zweii and Dezaryl swore. Ace didn't seem to be buying what they were selling. They had to convince him.

"Yeah of course. You know another Matthew Erthanos cuz we sure don't." Dezaryl said with a nervous smile.

"Thankfully." Zweii added with his own sheepish grin.

"Hmm… Guess not." Ace mused. "Well I'm proud of him, finally taking the initiative to train." Ace smiled, having bought the makeshift fib. "I think I'll go join him for a while." Ace said making the other two pale.

Matthew was obviously not in the training room. He was in the kitchen with Ren preparing food. If Ace found out Matthew wasn't training, Ace would get suspicious and their cover would be assuredly blown.

"No!" Zweii exclaimed. "I mean that probably wouldn't be a good idea." Zweii said much more calmly.

"Why not?" Ace asked skeptically, noting his friends' odd behavior.

"Because… Because he said it was special private training…" Zweii said thinking fast.

"And he wanted to be alone for it!" Dezaryl added quickly.

"Hmm. If that's really what he wants then I won't bother him…" Ace said, once again reliving the duo that he had apparently bought the bluff. "Besides, I'm getting kind of hungry. I'll go get breakfast instead."

Good. Great. Fantastic. Simply perfect! Ace bough the first cover so now instead of NOT finding Matthew training, he was going to find him and Ren in the cafeteria's kitchen!

"W-Wait! How about playing a few rounds of Halo with us first?" Zweii asked. Surely he'd stick around to play his favorite shooter… Right?

Wrong.

"Maybe later. I need some food first. See you two later." Ace said stepping out and closing the door.

Zweii and Dezaryl looked at each other with matching expressions, the kind of expression that had "Oh shit" written all over it. This was not good.

"All we have to do is distract him you said! It'll be easy you said!" Zweii mocked in annoyance.

"Yeah well you didn't try hard enough!" Dezaryl shot back.

"What about you!? I at least tried to keep him from leaving. You didn't do anything to try and stop him!"

"Look, if we tried to keep him from getting food, he'd get real suspicious if he hasn't already become so." Dezaryl said calmly.

"Alright, fair enough. I'll call Matt and Ren."

Zweii dialed Matthew on his scroll. He had to warn him.

* * *

Meanwhile in Beacon's kitchen. Matthew and Ren were busy at work preparing the food for the celebration. They had finished preparing the sandwiches as well as the fruit and vegetable trays. The only thing left was the cake which was for the most part done, but Matthew had some finishing touches left to do before it would be perfect.

"Thanks for all the help Ren. Preparing this alone would have been a pain." Matthew stated.

"My pleasure Matt. I don't mind helping you cook and it is for a special occasion after all." Ren said with a grin.

"Yeah it is." Matthew smiled as he looked over the cake meant for his best friend. "Almost done."

Suddenly the hammer wielder's scroll rang. Picking it from his pocket behind his apron, he looked at the display, finding it was in fact Zweii who was calling.

"Yo, what's up Zweii?" Matthew greeted as he answered the call.

"Not much, not much. Uh, listen. I don't mean to alarm you or anything but…"

"ACE IS ON HIS WAY TO THE CAFETERIA RIGHT NOW!" Dezaryl shouted.

"What!? Oh crap! Why didn't you keep him distracted!?" Matthew exclaimed.

"We tried! But then he started asking questions and then he got hungry!" Zweii answered.

"You had one job! We aren't finished yet!" Matthew whined.

"Well you better do something and fast!" Zweii stated before hanging up.

"What was that about?" Ren asked.

"Ren! We have to hide everything. Ace is on his way over right now!" Matthew answered.

"Okay. I'll put the small stuff up. You take care of the cake." Ren said.

"Right. Hide the cake. I can do that." Matthew said running over and picking up the large dessert.

Ren moved swiftly, opening the fridges and moving the food into them for safe keeping. At the same time, Matthew frantically moved back and forth trying to find a suitable spot for the cake but found nothing.

"Hey guys. What's up?" Came Ace's voice.

Startled and out of time, Matthew's reaction to the sudden sound of his friend's voice was to say the least, very poor, as he tossed the cake right out the opened side kitchen door.

"Nothing!" Matthew exclaimed, crossing his arms behind his back and giving a huge goofy smile.

"Oh, good morning Ace." Ren greeted as he closed the fridge and turned to face him.

"Good morning Ren." Ace said turning to look at Matthew. "Matt what are you doing in the kitchen? The others said you were doing some private training." Ace inquired.

"Training? Oh yeah! That training. Well ya see I _was_ training, but then Ren asked me to help him out in the kitchen." Matthew answered.

"Oh? What with?" Ace asked further.

"Well uh…" Matthew nervously looked to Ren as he failed to come up with an alibi.

"Making some soup and dumplings." Ren answered calmly. If anything could be said for the martial artist, he worked well under pressure.

"Sounds great. I'll leave you to it then. I'm going to grab some food myself." Ace said before taking his leave.

"Well, that went well." Ren said looking around. "Where'd you hide the cake Matt?" He asked.

Matthew groaned with his head in his hands.

"Matt? What did you do with the cake?" Ren asked again.

"I panicked!" Matthew half shouted using one arm to point out the door.

At the same time, Peter Port walked in, covered in the remains of the cake Matthew had unwittingly thrown all over his face.

"I must say, this cake is rather tasty, but erm, I'd rather it had been on a plate than on my being." Port said using a finger to collect some of the cake from his face and sampling it more.

"Professor Port! I am sooo sorry." Matthew apologized. "We were making a surprise cake for Ace's birthday today and he almost found us out."

"Haha! It's quite alright dear boy. I can easily excuse this, given it was for your friend that you did it. Just be sure to save me a slice and give young Wolfblade my best wishes." Port laughed.

"Will do." Matthew smiled as the mustached Huntsman left to cleanse himself of the remaining dessert.

"Well, looks like we need another cake." Ren stated.

"Yeah, but at least Ace didn't find out."

"True. Let's hope the others do a better job than you at keeping things secret." Ren smirked.

"Oh be quiet." Matthew huffed as he began picking out more ingredients.

* * *

After Ace finished his breakfast he made his way through the halls. As he did he reflected on the weird morning he had been having.

 _'_ _Everyone's acting funny and I don't know why. First Dez and Zweii, and now Matt and Ren. It's like they're hiding something… Maybe I'm just over thinking it.'_ Ace thought to himself.

He was so absorbed in thought he didn't notice the bubbly ball of pink and white that was Nora Valkyrie standing in his path.

"SURPRISE!" Nora yelled at the top of her lungs, tearing Ace out of his thoughts and nearly giving him a heart attack as he shot backwards.

"What the… Nora! Don't do that. You scared the shit outta me." Ace stated clutching his heart.

"Whoops! Sorry!" The ginger haired girl apologized, her smile never fading.

"Nora! There you are!" Yang said as she walked up. "What are you- Oh! Hey Wolfie! Whatcha doing out here?" The blonde asked.

"Walking, until I ran into Nora here." Ace answered. "What was with the shouting anyway?"

"I was practicing surprising people! Like you! And man were you ever surprised! I think I'll be ready for later today when…"

Yang realizing Nora was about to spill the beans by mistake, clamped her mouth shut with her hand.

"When you try to surprise Ren. Right Nora?" Yang asked shooting Nora a look.

Nora understanding she had almost given away the surprise nodded.

Pleased, Yang removed her hand from Nora's mouth.

"Huh, Well if you want to surprise him, I wouldn't do it now. He's in the kitchen with Matt making soup. At least that's what they told me." Ace said.

"Soup? They're supposed to be making cake." Yang blurted out by mistake.

"Cake?" Ace asked confused.

This time Nora covered Yang's mouth.

"She meant pancakes! Pancakes in the shape of a cake!" Nora chirped.

Ace was completely baffled by the mechanics behind such an endeavor, but seeing as it was probably Nora that came up with the idea; it really wasn't that strange in hindsight.

"Weird. I could go tell them real quick if you like." Ace offered.

"No thanks. We'll go see them ourselves. Make sure they do what they're supposed to this time." Yang grinned.

"Alright. See ya later then. I'm going to get my weapons, probably head out to the forest." Ace said before the pair rushed off.

"Hey Yang?" Nora said.

"Yeah Nora?"

"Weren't Jaune and Pyrrha supposed to be getting the presents collected from the locker room and moving them outside to the party area?" Nora asked.

"Yep." Yang answered. "Why do you ask?"

"Because Ace is heading right for them." Nora said stopping Yang in her tracks.

"… Oh son of a bitch…" Yang moaned.

* * *

Jaune and Pyrrha were indeed in the locker room. As a precaution they had each hidden their gifts to Ace in their own lockers until the time to retrieve them arose. Entrusted with each of their locker combinations, Jaune and Pyrrha were sent to retrieve them while everyone made the other preparations.

"I can't believe Ace forgot about his own birthday. That doesn't seem like him to forget something as important as that." Jaune said as he closed Blake's locker.

"If you think about it, it kind of does." Pyrrha countered.

"Really? You think so?" Jaune asked.

"Well, yes. Ace isn't the type of person that normally thinks of himself. He's always much too busy thinking of others and putting them and their needs first. It's a really sweet quality, but it's possible that it makes him lose track of himself." Pyrrha elaborated as she opened her own locker close to the door.

"Yeah. He's a nice guy." Jaune smiled opening his locker.

Pyrrha smiled as she retrieved her gift, but as she looked up the smile dropped. Through the window of the door she saw Ace walking down the hall and straight for their location.

"Um, Jaune?" Pyrrha started.

"Yeah Pyrrha?" The scraggly blonde asked.

"We might have a little problem."

"Can't find your present?" Jaune asked clueless as ever.

"No, but Ace is walking over here right now." Pyrrha answered.

"What? But if he finds us he'll ruin the surprise. What do we do?" Jaune asked.

"Good question…"

Pyrrha shut her locker and watched as Ace drew closer. Behind him she saw another figure rounding the corner at a break neck pace. It was Yang and she was in a mad pursuit of Ace. Apparently she knew Ace might stumble upon the secret surprise and chased him down here.

Ace, a mere few feet away from the door, stopped when he heard the sound of footsteps behind him.

"HEADS UP!" Yang yelled as she leapt at Ace.

Ace turned to find Yang coming at him from mid-air before being knocked flat on his back by the brawler.

Using the distraction Yang had provided Pyrrha thought fast.

"Pyrrha, what are you do- Hey!" Jaune protested as his fiery redheaded partner pushed him into his own locker.

"I'm sorry!" Pyrrha said pushing the gifts in with him.

"Yang!? What the hell was that for!?" Ace yelled clearly agitated by the sudden tackling he had just received.

"I… Um… Nora dared me to do it!" Yang said as she got off of him and ran.

"Has everyone lost it today or did I wake up in the twilight zone this morning?" Ace huffed getting up.

As Pyrrha shoved the last gift in with Jaune, she slammed the locker closed, turning around just as Ace walked in.

"Hey Pyrrha." Ace greeted.

"Hello Ace." She greeted politely, unmoving from her position in front of the locker. "Fancy seeing you here."

"I just came to get my weapons. Figured I would go see Shadow and Aria." Ace said moving to his locker.

"That sounds like a grand idea. I'm sure they will be happy to see you."

"I hope so. Everyone's been acting very strange since this morning." Ace said taking out Lunar Fang.

"Strange?" Pyrrha asked innocently.

"Yeah. You wouldn't happen to know anything about that would you?"

"I'm afraid not. Sorry."

"Oh it's quite alright. At least you don't seem to be acting differently." Ace said closing his locker. "If I might ask though, what are _you_ doing here?"

"Oh, it's not trouble at all. I told Jaune to meet me here so we could get ready for some early morning practice. But he hasn't shown up yet. You know how he can be."

"Yeah, that lovable idiot." Ace grinned. "Good luck with the training." Ace said leaving none the wiser as Pyrrha had covered perfectly.

With a sigh of relief, Pyrrha leaned back, accidentally inputting coordinates and activating the locker's launch sequence. The metal box started with a rumble before taking off.

"Not again!" Jaune whined as he rocketed away.

"I'm sorry!" Pyrrha called as she could only wave her partner off.

* * *

"Alright! We got the balloon and the streamers set up. Now all we need are the presents and the food! Oh Ace is going to love this." Ruby cheered.

She, along with Weiss and Blake, had taken the job of decorating a small area outside the academy as the site of the party. Blue streamers and balloons were strung around the garden pavilion in a festive and organized manner.

"Did you have any doubts?" Weiss scoffed.

"Not when I have the best friends and teammates ever to help put it all together!" Ruby said, grappling Blake and Weiss into a hug. "Thanks guys."

"You're welcome Ruby." Blake replied. "It's the least we could do for Ace."

"Not to mention we ALL planned on doing this from the beginning. Of course we were going to help set it up." Weiss added which only made Ruby hug them tighter.

Though she cringed from the back breaking embrace, Blake still managed to catch something from behind Ruby. Someone that shouldn't be there.

"Girls… Ace is coming." Blake stated.

"I know! It' going to be so much fun when he get here!" Ruby cheered.

"No, I mean he's coming our way right now." Blake clarified.

"Huh?" Ruby let go of the monochrome duo to look behind her, spotting her boyfriend moving from the school to the forest. Unfortunately he spotted them and changed course. "Oh no! We have to hide this stuff!" Ruby said panicking.

"How?" Weiss asked.

"We have more balloons right?" Ruby asked?

"Yeah but why…"

"Pop them!" Ruby ordered.

"But…" Weiss began to protest.

"Pop them!" Ruby repeated.

The three girls moved swiftly puncturing all the balloons in record time.

"Is that everything?" Blake asked as they looked around.

"Yeah, I… Think… So…" Ruby trailed off as the trio looked up.

"The streamers…" The three whimpered.

Looking back, they saw Ace still making his way over.

"There's no way we can take all these down fast enough." Weiss said.

"I can." Ruby stated.

Activating her Semblance, Ruby became a red blur, moving around the pavilion and snatching up the blue ribbons. In her haste she also began ensnaring both Blake and Weiss in the length of streamers. When she was done the two looked like blue mummies with slots left open for their eyes.

"Ruby!" Weiss shouted, her cry muffled by the wrapping around her.

Blake only looked on with a deadpan expression at the situation she had found herself in.

"Sowy." Ruby said giving them her best puppy dog eyes.

"Hey Ruby." Ace greeted as he walked up.

"Hey Ace!" Ruby greeted happily.

"Umm, Ruby? Are those Weiss and Blake and why are they tied up in streamers like that?" Ace questioned.

"It's uh, special escape training! Yeah! Like if the enemy somehow catches us and ties us up, we need to make sure we can escape." Ruby lied.

"Wouldn't it be better to use rope instead?" Ace asked.

"We couldn't find any so we had to improvise."

Now if it were anyone else that would have told Ace that obvious lie, they wouldn't have gotten away with it. But this was Ruby he was taking about. Why would his innocent girlfriend lie to him?

"Good thinking Rubes." Ace smiled.

"So, where were you going?" Ruby asked.

"Oh just out to the forest to see Shadow and Aria." Ace answered.

"Ooo! I'll go with you!" Ruby said taking Ace's hand and dragging Ace off.

The still mummified girls simply watched as the pair ran out of sight.

"Ruby does realize we're still tied up doesn't she?" Blake asked.

"Our leader is an absolute dolt!" Weiss growled.

"Ahhhhhh!" Came Jaune's distinct yell as his locker crash landed near the pavilion upside-down.

"Did Jaune just come flying in trapped inside his locker?" Blake asked dumbfounded.

The locker door popped open casting Jaune out along with the gifts.

"I hate flying." Jaune moaned as he got up.

"Jaune! Over here!" Weiss called getting the knight's attention.

"Weiss? Blake?" Jaune asked curiously as he sprinted over. "What happened to you two?"

"Ace nearly found us out. What happened to you?" Blake asked.

"Same. Pyrrha hid me in the locker, but she must have accidentally pressed the buttons." Jaune explained.

"Well hurry up and get us out of here!" Weiss shouted.

"Yeah, sure thing." Jaune said as he began to free them from the streamers.

Hopefully Ruby would do a better job keeping Ace busy while they fixed everything. Hopefully.

* * *

In the Emerald Forest, Ace whistled for Shadow and Aria and not a moment later did the Grimm answer his call.

"So how have you been today?" Ruby asked as they waited.

"I don't know honestly. Everyone's been acting funny around me today and I don't know why. It's like they know something that I don't and it's really irritating me." Ace answered.

Ruby frowned a bit at this. They had only been trying to keep him from the truth but in doing so they had made him feel awkward. Hopefully they wouldn't have to deceive him much longer.

"I'm sure it's nothing." Ruby assured him, resting her head on his arm.

"Maybe. I'm just glad I'm with you right now. Take my mind off things." Ace smiled.

Shadow and Aria emerged from the brush in front of the couple, excited as ever to see their friends.

"Hey you two! How you doing?" Ace asked petting Shadow as Aria flew onto Ruby's shoulder.

Shadow let out what would qualify as a Grimm barking, as he reared up and lapped at Ace's face, tickling him with his tongue.

Aria chirped, mimicking the sound of a Robin as she rubbed her tiny head against Ruby's cheek.

"Aria, stop, that tickles!" Ruby laughed as the soft black feathers touched her skin.

"Well you two are certainly happy today." Ace laughed.

Shadow began running around Ace playfully, seemingly asking the boy to play along.

"You want to run boy?" Ace asked, receiving another bark as his answer. "Let's run then." Ace said chasing the wolf.

Aria flew after them and Ruby not wanting to be left out chased after her.

After a while of running a playing around in the forest, the four collected at the cliff side for a rest. Chasing Grimm around was good exercise but it really wore one out.

Ace and Ruby sat side by side, resting against each other under the shadow s of the trees.

While the playing had distracted him, Ace still thought about everyone's strange behavior today. None of it made sense to him and in his heart he felt he was missing something. Something about this day. At least with Ruby here next to him he felt better about it all. As long as she was there with him, he knew it would be okay.

Suddenly Ruby's scroll pinged with a message from Weiss. Ruby pulled the device out and read the message.

 _Weiss: Everything is ready now. You two can come back._

Ruby nodded, pocketing her scroll and standing up,

"What was that about?" Ace asked curiously, also getting up.

Ruby gave Ace a large smile, leaning in closer to his face.

"Ruby?"

"Why don't you come see for yourself…" Ruby whispered lovingly before planting a kiss on Ace's cheek. "Birthday boy." Ruby winked before disappearing in a flurry of rose petals.

Ace was dumbstruck at the sudden action Ruby had taken. In an instant he was after her, Shadow and Aria choosing to follow as well.

Ruby ran, leading Ace to the pavilion with a trail of petals.

As Ace arrived, he was at a loss when he saw all of his friends there waiting for him.

"SURPRISE! HAPPY BIRTHDAY ACE!" They shouted in unison.

Ace was stunned, speechless even. His friends had remembered what he had forgotten. His birthday.

Today was his birthday.

"Surprised huh? Did you think we would let you forget your own birthday?" Matthew asked with a grin.

"You guys… Did all of this for me?" Ace asked.

"We sure did. You didn't make it easy to hide it though Wolfie." Yang said.

"We all knew you forgot about it so we decided to throw you a surprise party!" Nora said.

"You've been such a good friend and done so much for all of us. We wanted to do this, as our way of saying thanks." Weiss said with a smile.

"That's why everyone was acting so strange today Ace. We were trying to keep it secret from you." Pyrrha explained.

Ace stood there taking it all in for a moment. Realizing what they had been doing all along, he began to smile.

"Thank you. All of you. Thank you for such a wonderful surprise. You guys are the best." Ace said, him, Shadow, and Aria joining his friends under the pavilion to start the party.

While they ate, they filled Ace in with all the details of the day, causing him to laugh at their humorous attempts at keeping things secret.

After a while, Matthew led everyone to the table, lighting the candles on the cake.

"Go on man. Make a wish." Matthew told his friend.

Ace thought for a brief moment, and with a strong breath, blew out the candles, everyone cheering behind him.

Shadow and Aria joined in nuzzling close to their keeper. With all of his friends around him, Ace could only help but feel the love that surrounded him.

"Hey Ace, you going to open your presents?" Ruby asked.

"Maybe later." Ace said. "This right here, being with such loving and thoughtful friends… This is the best gift I could ask for." Ace smiled.

"Happy birthday Ace." Ruby smiled before the two were locked in a kiss.

Today was the best birthday ever… Of all time. And Ace wasn't going to soon forget it.

* * *

 **A/N: From the beginning Ace and the rest of his team have been based off myself and my group of friends from high school. So much so I saw it fit they share our birthdays. So with my own birthday quickly approaching, I decided to write this fun little adventure in celebration, as a small gift from me to all of you. It was fun writing this and don't worry, the next chapter of Team: Azure is already underway and in development.**


	6. 3rd Halloween Spooktacular

**3** **rd** **Halloween Spookackular: Out of Body, Out of Mind**

* * *

It was that glorious time of the Fall season again and all was well for the students at Beacon. Well, as well as it can be when a surprise project gets dropped last minute upon their unsuspecting heads.

As usual our heroes had planned another of their annual parties for the end of the month in celebration of Halloween. Everything was good to go and all they needed was to wait. However, Professor Peach decided to add a little extra work before they could do so.

It was a simple assignment in all reality. Using Dust, the students and their partners were to explore and document the various uses of each variety of elements as well as the numerous combinations and products in fusing said elements. A six-page essay and some examples of their work were all that stood between them and their long-awaited party.

With limited time before the weekend, teams RWBY, JNPR, and AZRE decided it best to pool their resources and knowledge to help speed through the work load, meeting in science wing of Beacon to conduct their tests and document their findings.

Weiss, being the heiress to the Schnee Dust Company, had been trained quiet meticulously on the subject of Dust and was proficient with her attained knowledge in the field. As such she was more than happy to lend her knowledge to each of her friends. With her leading the way, there was no force on Remnant that would stop her or her friends from their plans.

Or so they thought…

* * *

Weiss moved around the room, back and forth between each group to aid wherever she could. Everyone seemed to have everything moving along quite nicely on their own, but a helping hand here and there was never turned down.

Ruby and Weiss had already done most of their own work, combining Ice and Shock Dust to make an odd form of Magnetic Dust, the gem sticking to the metal surface of the table and rotating to the polar fields of the world like a compass.

Ace and Zweii were currently experimenting with the more volatile forms of Dust, fusing the unstable Black Dust with Burn Dust. The resulting product was a Dust crystal with the theoretical power to completely obliterate not only the room they were in but a good chunk of the rest of the building as well in crystal form. When converted to its powdered form however, they found it made for great incendiary ammo.

These were only a couple of the many examples of Dust fusions that the collective group had made, some being incredibly useful for combat, others being utter failures, such as Jaune and Pyrrha's Mud Dust, resulting from Water and Earth Dust, little hindsight on Jaune's part, and the lack of heart to tell him it was a bad idea from Pyrrha. Maybe some spa companies would find interest in the concoction.

Other than that, everything was fine until…

"Nora, I don't think we should use any more Dust in this combination of yours, especially without knowing exactly what all is already in it." Ren warned as his childhood friend threw caution to the wind and was throwing anything and everything she could into what she dubbed, "The ultimate combination of Dust ever".

Honestly Ren had lost track of what they had started with and adding even more could only end badly.

"Ren, you worry too much. Everything's fine! Trust me!" Nora protested, looking around for more supplies.

"I worry too much because you worry too little. It keeps everything balanced." Ren countered.

"Yeah, yeah, less talky more Dusty. Matt! Pass me some Dust!" Nora shouted to her fellow hammer wielder.

"You got it crazy lady! Go long!" Matthew said picking up Wind dust from his and Dezaryl's table and tossing it over, much to everyone's dismay.

"Matt no!" Blake called but it was too late as the Dust had already left his grasp and was sailing through the air, on a direct course for Ace and Zweii's table instead of Nora's.

"Wow your aim is bad." Dezaryl commented.

With great athleticism, Nora dashed over and caught the crystal before it could impact and potentially detonate the highly explosive Dust in the process.

"Got it!" Nora called, skipping back to her table.

"Matt! You shouldn't be so reckless with Dust! Especially with how dangerous and unpredictable it can be! You could have blown the whole room up with us in it!" Weiss scolded.

"Yeah! You remember how Ruby blew a crater in the ground on the first day here just by sneezing don't you?" Yang teased.

"For the last time, there was no crater! The walkway was hardly even singed!" Ruby said in defense.

"No but you and Weiss were completely covered in soot." Blake jabbed.

"Not helping Blake!"

"Wasn't trying to." The feline smirked.

Meanwhile, Nora was finishing the fusion to the mishmash of Dust. The result was unexpected to say the least.

"Done!" Nora proclaimed holding up a purple Dust crystal the size of a pineapple that oddly radiated a greenish glow. The crystal shined, the light pulsing from faint to bright and back again. Even stranger it was emitting a low humming noise as it did so. "Told you it'd be fine."

Weiss was at a loss for words. She had seen many forms of Dust, but never in her life had she seen even the SDC produce something like this.

"Nora… What did you even do?" Weiss asked.

"Oh you know, a little of this, a bunch of that, and voila!" Nora said proudly, but explaining absolutely nothing.

"She doesn't know, and neither do I." Ren said.

"Great. We have this thing and we don't even know what it's made of." Weiss groaned.

"Screw whatever it's made of. Better question is what does it do?" Yang said as they all gathered around it.

"Maybe it's the secret formula Ace's family uses to preserve Grimm!" Nora said excitedly.

"I hate to burst your bubble Nora, but that ain't it." Ace said.

"Then what does it do?"

"Just looking at it, probably nothing good." Zweii stated.

"Agreed. We need to be very careful with this Dust. There's no telling what could happen if we set it off." Pyrrha said.

"Nora, hand over the Dust crystal." Weiss instructed, holding out her hand but staring widely as she Nora balancing it on her head. "NORA!"

Startled by Weiss' shouting, Nora lost her balance of the crystal and it fell to the ground with a thud. Everyone braced themselves for an explosion, but what happened would be way worse.

The Dust began floating into the air all on its own, stopping just above the groups' heads. The crystals humming grew rapid and louder in tone before bursting into a blinding light that filled the room. A final hum was all they heard before blacking out.

* * *

Weiss awoke a few minutes later to a pounding in her head. Slowly she arose, feeling greatly disoriented from the Dust.

"Ugh, is everyone alright?" Weiss said, but in a voice that was not her own. "Great the Dust messed with my voice. Good job Nora." She said turning to see Yang

sprawled out on the floor next to her.

"Yang, wake up." Weiss said, jostling the blonde to stir her.

Soon Yang began to slowly open her eyes, placing a hand to the side of her head.

"What the actual Hell happened? My head feels worse than the time I went drinking with Ace…" She groaned.

"Yang, thank Dust you're okay." Weiss said.

"Yang? But I'm not…" Yang paused, looking herself over, from her hands, to her bust, to her rear, to her bust again.

Yang looked at her with what could only be described as fear in her eyes.

"Are you alright?"

"Yeah… But I'm not Yang. I'm Matt." She said in a dead serious tone.

"Oh knock it off with your stupid jokes you brute."

"Weiss?" Yang asked.

"Of course. Who else would I be?" Weiss asked.

"Well from what I can see, you would be Nora." Yang answered.

"What? That's ridiculous. There's no way that I'm…" Weiss stopped when Yang shoved a mirror in her face.

Except it wasn't her face. Instead of icy blue eyes, she saw turquoise looking back and instead of her long white hair, she saw short cut orange hair.

It was at this point that she screamed.

"Okay! Chill out! My head hurts enough!" Yang, or as she insisted, Matthew shouted.

"How!? I'm in Nora's body!" Weiss shouted.

"Hey at least you're still the same gender! Not that I haven't had dreams of being a girl before but this is taking things way to far!" Matthew said.

"Hey! Is that a second me!?" Ren's voice asked excitedly, looking directly at Weiss with complete awe.

"Nora?" Weiss asked the over energetic martial artist. There was no way that was actually Ren speaking.

"The one and only!" Nora said, sticking out Ren's tongue playfully.

"Well that explains where Nora is." Matthew said.

"What do you mean where I am? I'm right here." Nora asked confused.

"That Dust you made, I think it somehow switched our minds into each other's bodies. For example, that may be Yang's body over there, but Matthew is the one controlling it." Weiss explained.

"Yeah, and it looks like Weiss got your body." Matthew added.

"That… Is… AWESOME!" Nora shouted.

Awoken by the loud commotion, the others soon began to rise, getting up until all but Ruby were standing. Looking around their eyes went wide.

"Oh no…" Weiss and Matthew said before covering their ears.

A cacophony of screams and shouts bellowed from the lab in a deafening chorus. Once they had gotten that all out of their systems and they had calmed themselves, they collectively agreed that they had a huge problem on their hands.

"Can someone tell me why I'm in Matthew's body?" Whoever was in control of said body asked calmly.

"The Dust somehow made us switch bodies." Weiss answered. "Now, before we do anything else, we should establish who is who."

"Well, I'm Ruby." Weiss' body answered.

"Of course you are…" Weiss said pinching the bridge of Nora's nose. "Ruby I swear if you do anything to my body I'm going to kill you." Weiss warned.

"But wouldn't you be killing yourself?" Ruby pondered making Weiss gawk.

"Just don't do anything stupid or I'll make you regret it!" She roared. "I'm Weiss in case you were wondering." Weiss sighed.

"I'm Nora!" Nora said, waving Ren's arm frantically.

"This is disturbing on so many levels." Matthew's body said. "I'm Ren by the way."

"Welcome to my body Ren. Just don't get too comfortable. I want it back." Matthew said. "Now which one of you is Yang?" He asked.

"I am." Yang answered from Zweii's body. "Man I bet you feel lucky."

"I'd be lying if I said no, but at the same time, I'm equally if not more so feeling extremely uncomfortable with this. I'm really sorry Yang." Matthew said.

"Hey don't sweat it. We're all in unfamiliar territory here." Yang said looking over Zweii's body. "Man you are toned Dragon Breath."

"You can thank my training regime for that." Pyrrha's voice said.

"Well that's an unexpected turn of events." Yang said.

"You're telling me. Not to be rude to you Pyrrha but I don't think I'm going to be able to use my sword effectively in here."

"I'm sorry!" Jaune's voice said, establishing it was Pyrrha residing within the scraggly blonde's body.

"That however was highly predictable…" Yang said with everyone nodding in agreement.

"Bet this is like a dream come true for you huh Pyrrha?" Nora asked causing Pyrrha to blush profusely.

"Jaune, I'm so sorry." Pyrrha said looking around.

"It's okay. I'm sorry you have to be the one in my body." Dezaryl, or rather Jaune said.

"And apparently he took my body. Super." Dezaryl said from Blake's body. "So this is what it feels like to have cat ears." The archer said giving them an experimental wiggle.

"Please don't do that in public." Ace's voice said.

"Wait, Blake got Ace's body?" Dezaryl asked.

"But that means…" The group said in unison as their attention shifted to the only other body in the room as it began to wake.

"Ohh… Can we not do that again? That was not… Why are you all staring at me like that?" Ace asked from Ruby's body.

With the realization that Ace had taken her body, Ruby blushed profusely, the red tinting Weiss' pale face.

"Ace, don't freak out." Matthew instructed.

"What are you talking abo-" Ace began but stopped when he realized not only was he not speaking in his own voice but rather Ruby's and that his body was staring at him.

Looking down he saw Ruby's red corset and began connecting the dots slowly.

"We switched bodies didn't we?" He asked to which everyone nodded slowly in response. "And I'm in Ruby's body, aren't I?" Again, they nodded. "I thought so."

Weiss and Matthew looked at each other warily.

"Three… Two… One…" They counted down before a shrill scream ripped through the room.

"Ow my ears!" Dezaryl shouted, Blake's sensitive hearing flattening in protest.

"There it is…" Matthew sighed.

After a few seconds, Ace stopped screaming and finally started calming down.

"Are you good man?" Matthew asked.

Ace nodded silently.

"Got it all out of your system?"

"Yeah… I think so." Ace answered.

"Okay good."

"Of all the bodies Wolfie, you just had to be the one to get Ruby's…" Yang sighed.

"Yeah, I'm really happy about this too." Ace said sarcastically.

"We should probably try to fix this as soon as possible." Blake said irritably.

"What's the matter Blake? Don't like being Ace?" Nora asked.

"I'm a cat in a wolf's body. You tell me how comfortable you would be in that scenario." Blake grumbled.

"Look on the bright side. With Ace's Semblance, you can read and no one could disturb you." Pyrrha said.

"Hmm… That's true." Blake hummed in consideration. "Still though, I think we'd be better off just going back to where we belong. Save some of the gender flipped ones some embarrassment. Nora, where's the Dust?"

"Got it!" Nora said picking up the crystal. "Uhh, there's just one problem though…" She announced.

"Oh don't tell me…" Weiss moaned.

"It's broken." Nora continued holding up the Dust. It no longer glowed nor hummed. Its luster had faded and so too had its power.

"I told you not to tell me!" Weiss shouted.

"Well this is just perfect. We're stuck like this and we have no idea how to change back." Zweii groaned.

"Which is why we now need to establish a plan of action as well as some ground rules." Weiss stated.

"Such as?" Jaune asked.

"We have no idea how long we're going to be like this so until we can get this resolved we need to not draw attention to ourselves. So, whoever's team the body you occupy is in, that's the room and schedule you will follow. Ace, Ruby, Matt, and Dez will maintain the appearance of RWBY, Pyrrha, Nora, Zweii, and myself as JNPR, and the rest as AZRE." Weiss instructed.

"That sounds reasonable. It would keep people from getting suspicious." Blake said in agreement.

The rest gave their approval as well.

"Good. Now the next part is the most… Awkward piece of business. We're stepping over a lot of personal boundaries right now and I realize this is uncomfortable but we all have to grin and bear it and go on with our regular schedules, or rather each other's schedules. On that note, I for one will not have my image besmirched by falling out of routine especially if we have to go to class like this meaning…"

"We have to shower in each other's bodies…" Blake finished.

"WHAT!? I can't bathe in Ruby's body! That is so wrong on so many levels!" Ace yelled as he began to freak out again. "If I have bath as Ruby, I have to take off clothes! And if I take off clothes, then I'll see her… OH HELL NO! I can't do it! I can't invade her privacy like that!"

"Ace! Get a hold of yourself!" Weiss commanded, slapping him across the face and sending Ruby's small body into a nearby desk. "Whoops…" Weiss said, forgetting she was in the powerhouse that was Nora's body.

Ruby tensed in Weiss' body. "Ooo… That's gonna sting when I get back…" She mumbled, moving to Ace and sitting next to him, taking his hand in hers.

"Ruby?" He asked fearfully.

"Yeah… It's me." She answered. "You don't have to apologize."

"Bu-But… I…" Ace said shaking in place.

"Nope. I'm not mad Ace. In fact, I think it's really sweet that you're so nervous about being in my body. It just shows how much you care." She smiled warmly.

"Ruby..." Ace said with a small smile.

"I-If anything, I'm glad it was you. I… I trust you." She said stuttering through the awkwardness, leaning forward and delivering a kiss to her own lips, which Ace returned eagerly with Weiss'.

"Hot…" Matthew and Blake half whispered before being elbowed by Zweii and Dezaryl respectively.

A cough from Weiss made them pause, looking at the heiress who was looking at them pleadingly.

Ruby glanced at herself before realizing the awkwardness of the situation and backing off from the kiss.

"Heh heh, sorry Weiss." She said sheepishly.

"I suppose it's fine, but please remember whose body you're in." Weiss said. "I know you two are an item but please, if you would, refrain from making such displays in public." Weiss requested.

"Umm, Weiss…." Ruby said poking her fingers together nervously. "What about… In private?"

Weiss gawked at the request's insinuation.

"Ruby, I think we can both wait until this is over before-"

"F-Fine. But only in private. Got it?" Weiss asked.

"W-Weiss?" Ace asked in shock.

"I'm only agreeing to this because I know how my leader gets when she's deprived of something she wants. She wouldn't last an hour, let alone how long this will go on for. I'm just submitting to the inevitable…" She sighed.

Ruby practically bounced on the balls of Weiss' feet when she heard this, running over to her partner and hugging her.

"You're the best partner ever Weiss!" Ruby said.

"It's what I set out to be."

"So we're all in agreement that we're all basically on the honor system with each other's bodies, right?" Dezaryl asked.

"Yep. Matt, have fun, but not too much fun if you catch my drift." Yang said with a wink.

"Oh I'm gonna get all up in that." Matthew said rocking Yang's hips from side to side in a little dance, making her laugh.

"Have you no shame Yang?" Weiss asked.

"With a body as hot as mine, here's nothing to be ashamed of." Yang beamed.

"Dez, just be careful of my ears. Don't get water or other liquid in them or it becomes very uncomfortable." Blake warned.

"Thanks for the heads up." Dezaryl said.

"Any other little warnings?" Ren asked.

"Oh, uh Pyrrha, just be careful of moving vehicles. Motion sickness sucks." Jaune said.

"Thank you for the advice Jaune." Pyrrha said with a smile.

"Ace, be careful with my Semblance. It kinda can go off all on its own sometimes." Ruby said.

"Got it." Ace replied.

"Now that that's all out of the way, how do we go about fixing this?" Nora asked.

"Well, Professor Peach got us into this, perhaps Peach could get us out of this." Pyrrha proposed.

"Yeah, except Peach left the school for another project and won't be back for some time." Zweii pointed out.

"We could always have Nora try recreating the Dust." Jaune suggested.

"Not if we value our lives. We got lucky that the first Dust didn't seriously injure us, and I use the word lucky loosely. The next one could make us animals or lose all our hair." Dezaryl said making Yang cringe.

"Yeah let's not." Yang said.

"Then our only option is to deal with it until either it wears off or Peach comes back." Ruby said.

"Well then I suggest we retire to our rooms for the day. It's already getting late and we still have two days of classes ahead of us." Weiss said. "Nora, may I have that Dust please? I want to keep it in case someone can analyze its properties and look for a solution."

"Okie dokie!" Nora said handing Weiss the Dust.

"Thank you."

The greatly scrambled teams left the lab and retreated to their new rooms. After all that already gone on they could only imagine it getting worse and wanted to be rested for the agony that was sure to ensue.

Ace, Ruby, Dez, and Matt were sitting about in RWBY's room, getting together all that they would need for the night.

"So where do you girls keep your stuff?" Dezaryl asked.

"Oh well, Blake's stuff is in the bottom left dresser drawer Dez. Matt, Yang keeps her stuff in the drawer above that one, and Ace… Um, my stuff is in the drawer next to Yang's." Ruby said as she picked up Weiss' night wear.

"I'm still really uncomfortable with all of this…" Ace said.

"I know, and in any other circumstance I know you wouldn't but… Like I said I trust you. I don't mind you looking." Ruby said with a slight blush.

"Yeah man, think of it as a sneak peek at your future life with Ruby." Matthew said as he opened Yang's drawer. He hesitated only for a small moment before picking out the required night wear. "I'm going to go take a shower now. Get that out of the way." He announced.

"Okay, just be very thorough with cleaning Yang's hair. She'll throw a fit if you don't." Ruby said.

"Gotcha."

"Just don't stay in there all night ogling yourself…" Dezaryl said.

"You know despite common belief, even I have the decency to not milk the situation." Matthew deadpanned.

"Oh… Okay then. Enjoy your show-"

"I'm still going to look though. I need to see what I'm cleaning so I do it right." Matthew added quickly before taking off.

"Well, that's not untrue…" Dezaryl mused as he opened Blake's drawer. What he found inside was startling. "Whoa…" The archer said as he began to blush at Blake's… Collection.

"What? What is it?" Ace asked.

"Hmm? Oh nothing. Blake just has nice taste. Anyway gonna go shower as well so cya!" He answered as he grabbed Blake's nightwear and bolted. He would never speak of what he saw in that drawer to anyone. Ever.

Ace sighed, laying back on Weiss' bed.

"What's wrong?" Ruby asked. "Is it still about the bathing?"

Ace nodded. "You say you don't mind but I still don't think I can go through with it."

"Ace, look at me." Ruby ordered to which he complied. "You have my permission to look. Don't feel bad about it, just do it. Okay?"

"… Okay. I'll try." Ace said after a heavy breath.

Getting up he moved to Ruby's drawer and opened it. Grabbing the first set of appropriate clothing he could he quickly closed it back up and made his way to the showers with Ruby.

Dezaryl was waiting outside for Matthew to finish before going in. As Ace and Ruby approached, Matthew came out fully dressed. Dezaryl quickly made his move for the bathroom to take his turn.

"Man, being Yang is not easy. I spent a good majority of the time washing my hair!" Matthew stated.

"That's why she takes so long to get ready." Ruby replied.

"And man does it show! Her hair is so soft and silky." Matthew said running his fingers ever so carefully through Yang's luscious golden locks.

"She'll appreciate you said that." Ruby smiled.

"Yep. I'm going to head back to the room now. Ace, I wish you luck." Matthew said before departing.

A while later Dezaryl finished with his turn, leaving the remaining two with nothing more than an encouraging bump on the shoulder for Ace.

Ace looked to Ruby one last time, the girl giving him a nod. No words were spoken but he knew what she meant, nodding back and crossing the threshold of the bathroom.

Ruby listened closely until she heard the sound of running water, signaling he was indeed going through with it.

Soon, Ace had finished and reemerged blushing the brightest shade of red he could as he approached Ruby.

"So… How'd it go?" Ruby asked.

"I tried not to look anyway but… I didn't expect your body to be so… Sensitive in certain places and…" Ace hugged Ruby tight before continuing. "You're so beautiful Ruby… In body, mind, and soul." Ace said.

"Th-Thank you Ace." Ruby said hugging back just as tight. "I'm glad that if it had to be anyone, that it was you."

"Yeah. I'll see you in the dorm room. I know I'm in your body but I'm taking bottom bunk." Ace said.

"That works. I can keep my bed!" Ruby said excitedly.

"See you there then." Ace said as he left Ruby to her shower.

Ace wasn't prepared for the event that he would have seen Ruby in her bare form so early, but it did make him wonder. If she was this stunning now, what was it going to be like in a few more years when she really grew into her body?

* * *

The next morning, the twelve mixed up teens woke and met up in the cafeteria for breakfast. So far no one suspected a thing was wrong with the group and they all hoped to keep it that way.

Ruby walked from getting her food, carrying a large tray of cookies and a glass of milk, much to Weiss' disdain.

"Ru- _Weiss_ ," The heiress quickly corrected herself. "You can't eat cookies for breakfast. That is not a proper meal and you know it." Weiss scolded.

"But… But…" Ruby whimpered.

"No. Get something decent." Weiss demanded.

"Just one? Please?" Ruby asked.

"One and only one, as long as you go back and get something else." Weiss said.

Ruby eagerly took a bite from her cookie, but instead of the look of bliss that usually followed, a confused look appeared.

"What's wrong?" Ace asked.

"Uh… These… They don't taste as good for some reason." Ruby answered.

"Here, let me see." Ace said taking a cookie and trying it. "Mmmmm~ I don't know what you're talking about. These are beyond good." Ace said stealing the plate and scarfing down more cookies.

Weiss tried to eat her salad but upon the first bite, she gagged pushing the leafy greens away.

"This salad is atrocious!" Weiss exclaimed.

"There's probably an easy explanation for that…" Dezaryl said as he sat down next to them.

His tray had two tuna sandwiches and two cartons of milk placed on it.

"Dez, I thought you didn't like fish." Ace whispered.

"I don't. Blake however loves fish... I've been craving it since I woke up." Dezaryl sighed. "Apparently we have to play by the rules of our current bodies diets."

"That would explain why Ruby couldn't eat her cookies. I only eat healthy with the very rare dessert now and then." Weiss said.

"Great. I get to eat this rabbit food…" Ruby sighed taking Weiss' salad and taking a bite. "Huh, not bad actually."

"It's not so bad you dolt." Weiss said as she reached for her coffee.

"Weiss don't!" Ren warned quickly.

"Don't what?" Weiss asked, stopping the movement of the cup to her lips.

"Nora can't have coffee. Her and caffeine, as well as high quantities of sugar, don't make for an easy day. She's already hyper enough without all the stimulants in her body. You'd literally be bouncing off the walls all day." Ren warned.

"Wow. Being Nora is less fun than it seems." Yang said as she sat down.

The others joined in as well, taking trays of their new breakfast diets. Nora wanted her usual high stack of pancakes but Ren normally only had tea and some eggs so she relented her tray to Weiss.

The heiress couldn't believe how much Nora was expecting her to eat. Never in her life would she eat that much of anything. But Nora's body was more than prepared and as Weiss ate she soon found the pancakes to pleasing to deny.

Once their various meals were done it was time to head to class. They headed off to Goodwitch's combat study hoping that it would be more lecture than combat today.

No such luck.

"Today I want you and your partners to have quick sparring sessions. Knowing how your teammates operate, will help you to plan far superior strategies to compensate for weaknesses and short comings in each of your combined skills." Goodwitch instructed. "Mister Arc and Miss Nikos if you would, please take your positions in the dueling arena."

Pyrrha complied, though a bit nervously, and stood ready in the ring. Zweii however, forgetting he was to answer to Pyrrha's name and not his own, remained where he was.

"Miss Nikos, is something wrong?" Goodwitch asked, staring directly at Zweii.

"Hmm? Oh right. Sorry. My head was… Somewhere else…" He said joining Pyrrha in the ring.

"When ready you may begin." Glynda said.

Zweii drew Pyrrha's shield and her xiphos awkwardly, uncomfortable with having to use his hands for separate weapons. Pyrrha however didn't feel much of a change in using Jaune's sword and shield. It was practically the same techniques, minus the use of its javelin and rifle modes.

Pyrrha opened strong, charging with shield held up in front and sword poised for striking. As she approached she swung, Zweii quickly using the shield to block. Pyrrha didn't let up though and unleashed furious swipes with Crocea Mors.

Zweii jumped backwards from the swings and tried using his Semblance to make fire, again not remembering he was in Pyrrha's body. Instead of fire his hand glowed with Pyrrha's magnetic glow and was sent backwards into the metal wall behind him.

"Oh my God…" Zweii sighed as he was now effectively stuck to the wall.

The class couldn't contain their laughter at his predicament.

"Alright settle down." Glynda said to the cackling students. "Miss Nikos, you seem to be having quite the issues today. It's not like you. Are you feeling okay?" Glynda asked.

"Uhh, actually, now that you mention it I don't quiet feel myself today." Zweii answered.

"Perhaps you should go back to your seat for now. Mister Arc, you did surprisingly well. I don't know what's got into you but keep it up." She said.

The two sat back down, Zweii feeling crummy about not only whiffing the match, but embarrassing Pyrrha.

"I'm so sorry Pyrrha. I didn't mean to do that…" He apologized.

"Oh it's alright. I think we all failed to think about what would happen if we tried fighting." She said.

"Miss Rose and Miss Schnee, if you would. It's your turn." Glynda said.

"Great…" Ace sighed.

"Let's just get this over with." Ruby said as they walked together.

"You may begin." Glynda said starting the second match.

Ace drew Crescent Rose and transformed it into scythe form. Being trained in most every weapon, fighting with a scythe wouldn't be so bad. The only issue was that Ruby used her Semblance and weapon in tandem most of the time and as Zweii demonstrated, that would be easier said than done.

Ruby felt off using Weiss' rapier, even more so that she was being forced to fight her own sweetheart, not to mention Ace. Trying to run forward, she felt her legs buckle as she was not used to moving at high speeds in heels. Narrowly keeping herself balanced she recovered and moved on with her attack.

Ace ran forward to intercept but as he did, Ruby's Semblance kicked in on its own. The sudden increase in speed made him trip losing grip of Crescent Rose and falling flat on his face. The scythe flew through the air, causing the others to duck as it flew over their heads and embedded itself in the wall behind them.

Again, the class erupted into laughter. Glynda however was not amused.

"Enough! Miss Nikos, Miss Rose, and Miss Schnee, I want to see you after class." Glynda said sharply.

Nodding, they shuffled back to their seats and awaited the end of class.

After all the other students left for the day, only AZRE, RWBY, and JNPR remained.

"I want an explanation as to the poor performances you each gave today." Glynda said.

"Would you believe us if we said we all kinda… Switched bodies?" Ruby asked shyly.

"… Explain. Now."

"Well, I'm not actually Weiss, I'm Ruby."

"And I'm not actually Pyrrha. I'm Zweii." Zweii said.

"Nora made this weird Dust while we were doing our work for Peach and it swapped all of us around. I'm Ace by the way." Ace said.

"Once again, my bad." Nora said.

Goodwitch looked on in disbelief. They all claimed the same story true and it would explain for the lack in their usual skill. Except for Jaune. That would explain why he was suddenly so competent.

"Alright. Say I was to believe you…" Glynda said.

"Which come on, by now you should when something happens around us." Matthew said.

"Why didn't you speak up about this sooner?" Glynda continued.

"Are you seriously asking that question right now?" Yang asked. "Who would believe this? I don't believe this and I was there."

"Fair enough but you still should have made an attempt at informing us."

"So what do we do to fix this?" Blake asked, reading one of her books.

"I don't know. Perhaps Oobleck may be able to help." Glynda said messaging him.

In a flash, Oobleck ran into the room.

"Yes, what is it Glynda? Something wrong?" He asked.

"Very. It seems Teams, RWBY, AZRE, and JNPR had an accidental malfunction with some Dust and are currently trapped in each other's bodies."

"Really now? That's quite odd…" He mused.

"Professor, do you know how to fix us. I can't spend the rest of my life in my girlfriend's body." Ace said.

"Unfortunately no, I don't, BUT I may know of someone else that can. However, he won't be able to help until he gets here and he's at least a day out from here." Oobleck answered. "And its Doctor Oobleck thank you."

"Well at least it's something. We can last another day." Weiss said.

"Very well then. I'll give my friend a call." Oobleck said before zipping out of the room.

"You twelve are excused from any combat for now. We don't need any more embarrassing displays." Glynda said.

"Yeah, we don't need Ace taking off our heads with Ruby's scythe." Matthew laughed.

"Shut up Matt. You couldn't hit the broad side of a barn with Ren's guns." Ace countered.

"At least I didn't almost blow myself up like Jaune."

The poor boy had tried to fire one of Dezaryl's Burn Dust arrows and failed horribly. The arrow slipped out of his grip at the last second and when he released the draw string, the arrow went straight into the ground in front of him detonating.

Oobleck returned in another blur.

"My contact has agreed to come; he's actually quite thrilled to investigate this conundrum. He said he shouldn't be any longer than afternoon tomorrow." The green haired man announced.

"Is he good at his work?" Weiss asked.

"Oh splendidly so. He's done many strange investigations in the field of Dust manipulation, some of his cases as bizarre as yours. He should be able to fix this in no time." Oobleck answered.

"Alright so we're looking at one maybe two more days of this nonsense." Dezaryl said.

"We can manage." Yang said.

"Very good. Now hurry along. You still have your remaining classes to attend." Oobleck said.

The rest of the day went on without any more issues. On down time, the teens gave each other pointers on how to operate more efficiently as each other. Everyone began to fall into their roles instinctively, learning each habit from Ruby learning to speak more elegantly as Weiss, to Weiss being as random as Nora. They had to admit that all the embarrassment aside, it was kinda fun living in someone else's life.

Eventually Ace decided that he needed to check on Shadow and Aria but with his current state he didn't know how they'd react. They were comfortable with Ace's friends but he wanted to be there to be sure, in both body and spirit.

"Hey Blake, could you and I go to the Emerald Forest for a little bit?" Ace requested.

"You need me to go with you?" Blake asked.

"Yeah. I want to go see Shadow and Aria and I think they'd be more comfortable if they saw me actually there." Ace explained.

"I suppose that's fine. Lead the way." Blake answered.

"Thanks Blake."

The two made their way to the edge of the cliff side, Ace calling Shadow and Aria from the depths.

The Grimm called back and quickly made their way over to see Ace. Shadow stopped in front of Ace and Blake with Aria perched on his head, the two looking at the pair oddly.

"Uh, Hey Shadow, Aria. How are you?" Blake asked awkwardly, not knowing exactly what to say or do around them.

Shadow cocked his head to the side in confusion and then ran over to Ace. Aria landed on Ace's shoulder with a happy chirp while Shadow nuzzled at his legs.

"Did I do something wrong?" Blake asked.

"No nothing." Ace answered.

"Well I would think they'd be jumping all over me instead of you." Blake stated.

"They should and that's what's weird. They like Ruby and you guys fine but they like to interact with me more." Ace said petting Shadow.

"You don't think that they can tell that I'm not really you and that they know you are really you, do you?" Blake asked.

"Maybe. Shadow, Aria, do you know who I am?" Ace asked.

The two Grimm chirped and barked in response.

"Okay. Am I Ruby?" Ace asked.

Shadow and Aria remained silent.

"Am I Yang?" Ace asked, throwing them a curve ball.

Again, they were silent.

"Am I Ace?" He asked.

Shadow wagged his tail and barked, while Aria flew around in circles with a chirp.

"Yep, they know alright. Weird. Guess they just have some way of telling." Ace said.

"That's interesting. You should put that in your research paper." Blake said holding out an arm for Aria to land on, gently petting her head when she landed.

"That's a good idea." Ace said making a note of it for later.

"So how is that paper going anyway?" Blake asked.

"Pretty good actually. I thought it would be much more work than it really is but there's so much to observe and document with these two that I'm already well past the requirements Ozpin gave me." Ace answered.

"That's good. It still amazes me that you have these two in your life. I'm amazed that they exist to begin with." Blake said.

"Yeah I know what you mean. I'm really glad I do though and I love them very much." Ace said.

"And they feel the same to you I'm sure which again is just mind boggling to think about. Grimm that are attached to humanity, choosing their own way instead of what they were designed to do."

"When we put a definite label on things, it's always uncomfortable when something acts out of the expected norm. Wouldn't you agree that goes for Faunus as well?" Ace asked.

"What do you mean?"

"Well think about Weiss for an example. She grew up under the understanding that all Faunus were criminals and murderers. But when she really got to know you, she was pretty shocked to realize that whatever misguided ideas she had learned weren't true. She's more open and understanding to Faunus now because she had experience with Faunus like you, Velvet, and even Sun that contradicted those false ideals. See what I mean?"

"Yeah, I think I do." Blake smiled as Aria rubbed her head against her.

"Time for us to go." Ace said looking to Shadow and Aria. "You two be safe okay?"

Shadow barked, running off to his and Aria's home, Aria flying after him.

* * *

As night approached they once again returned to the awkwardness that was bathing and once past that, the bliss that was sleeping. The next day ran far smoother than last. As promised they were excused from combat.

Once all their classes were again over they eagerly awaited the arrival of Oobleck's mystery contact. They wouldn't wait long as the clock struck six and they were all contact by Oobleck, the History professor summoning them his class.

Once gathered, they were informed that they only had a few minutes before they would meet the one that could hopefully find the solution to their troubles.

Soon a gentle rapping at the door informed them their wait was over. Oobleck opened the door and welcomed in a rather strange guest.

Before them was a man with an incredibly prominent hunch in his posture, his back a rather pronounced bump appearing over the horizon of his head. He wore a white scientist coat and black half moon spectacles.

"Ah Ivan, I should have realized you'd be here as well. Good to see you again." Oobleck greeted.

"Indeed Doctor, but the pleasure is all mine." The man now identified as Ivan said, shaking hands with his friend.

"This is the guy we've been waiting for?" Yang asked skeptically.

"Oh dear child don't be ridiculous. This is his humble assistant, Dr. Ivan Gor." Oobleck said. "The actual person I called here is there." He said pointing to the doorway.

All of them looked and paled when they saw who was entering next. The man they saw was massive, standing higher than the doorway. His body was broad, much too much so to enter the door by standard means. Instead the giant had to crouch, moving sideways into the room. Once in, he was able to return to standing properly. He had to be at least ten feet tall.

"And I thought Yatsu was big…" Matthew whispered.

"Kids, I'd like you all to meet my old friend and colleague, Dr. Victor S. Frank." Oobleck said introducing the massive man.

"H-Hi…" Jaune squeaked.

"Good evening children." He said in a deep but oddly gentle voice. "I hear from Bartholomew that you all have found yourselves in quite a bit of trouble with some mystery Dust."

"Yeah, the thing made half of us girls guys, half the guys girls, and everyone extremely uncomfortable." Ruby said.

"As I've been told. May I perchance see this sample responsible?" He asked.

"Of course. Here it is." Weiss said holding out the cursed Dust.

Dr. Frank held out his hand, which was so large it looked like he could use it to easily grab anyone of them and crush them like grapes, and carefully took the Dust. The crystal looked like a mere pebble in his grasp.

"Ah so this is the foul creation that has caused so much discomfort. Rest assured I should be able to concoct something to counter act it, but I will need some time. Tell me, how long have you all been in this state?" He asked.

"It's been about two whole days since it happened." Ace answered.

"Hmmm… That proves bothersome. Usually the effects would only be temporary and eventually wear off over time. This Dust however is having an indefinite effect so far. I hope for all of your sake that the effects aren't yet permanent."

"PERMANENT?!" The group shouted in horror.

"You mean we could be stuck like this forever!?" Weiss shrieked.

"Theoretically. Dust is such a fickle mistress. That's why we need to be careful when we handle it." Dr. Frank said.

"Well hypothetically, if it did become permanent, couldn't we just make more of the Dust Nora made and reshuffle ourselves?" Blake asked.

"Do you really want to gamble on that?" Dr. Gor asked. "You don't even know how to recreate your first mistake. Even if you did, we don't know the slightest thing about the long-term effects or damage over exposure could cause. Odds are if permanent means permanent. No more switching."

"Now, now there's no need to frighten them Ivan." Dr. Frank said reprimanding his assistant.

"My apologies. That was not my intent. I'm merely stating the facts. Fact is often crueler than fiction."

"Well then, we should get started. We'll inform you if we discover anything." Dr. Frank said, taking his leave, Dr. Gor following.

"Not to worry children. If anyone can figure it out it's Victor." Oobleck assured them.

"Alright. Well if that's all we can do for now; I vote we head back to our rooms and chill." Matthew said leading the group out into the halls.

"Sounds good to me." Yang said in agreement. "So Matt, how you liking being in my body?" Yang asked.

"It's not bad actually. I think I'm coming to appreciate why girls insist on taking care of their hair so much." Matthew answered.

"I think I've got a whole new level of respect for Faunus from this. Being one is not as simple as adjusting to a few extra parts." Dezaryl said.

"If only everyone could do what you've done Dez. Then they'd all see." Zweii said.

"I'm glad you aren't despising being in my body Dez." Blake said with a smile.

"Of course not, but uh you could have warned me about a few things about being you."

"Like what?"

"Nothing major. I'll talk to you about it later." Dezaryl said.

"So Ace, how's being Ruby?" Zweii asked.

"All it does is make me love her so much more. Enough said." Ace said side hugging Ruby.

"I'm just glad you aren't taking advantage of it as much as possible." Yang said.

"Nope! Because Ace is a gentleman." Ruby said happily.

"Oh Ace, you should live a little. Haven't you ever thought of being a girl for a day and the things you would do?" Matthew asked.

"I… Can't deny that, BUT, I never thought of being Ruby if I did so." Ace said.

"I never dreamed of being Yang but hey, I can't say I'm complaining."

"Of course you aren't. It's Yang. Not to sound shallow but she's hotter than the freaking sun." Dezaryl commented.

"That's right~" Yang said merrily.

"I'm perfectly fine being more brain than boob." Weiss scoffed.

"Oh come on Weiss. You're beautiful in your own special ways." Ruby said.

"Ruby's right Weiss. Don't sell yourself short." Ace said.

"Y-You really think so?" Weiss asked bashfully.

"We know so." Pyrrha said as they neared their rooms.

"Well, here's where we part for now. What are you guys going to do?" Jaune asked.

"I think I'm going straight to bed. I'm really tired for some reason." Weiss said.

"Same." Nora said.

"That's not like you or Nora. You think it's another side effect of the Dust?" Ren asked.

"Who knows? If it is it's not like it's anything major." Blake said before yawning.

"I think it's best we all get some sleep." Zweii said.

"See you guys in the morning." Ace said, entering RWBY's room.

The others said their good nights and headed for their beds.

* * *

As the sun shined through, rousing the children from their sleep, each of them felt very strange. Wiping the sleep from their eyes, they soon found the answer as they were no longer where they were when they fell asleep.

Ace woke up and saw Ruby and Weiss across the room. That meant he wasn't in Ruby's body anymore. And that meant, he was now someone else.

The dorm erupted into panicked screams from the three teams' rooms.

"NOT AGAIN!" They shouted.

Not bothering to change clothes they all met outside in the hallway.

"Please tell me we didn't all change again." Weiss said, now from Ruby's body.

"Okay. I won't tell you." Yang said from Matthew's.

The teenagers once again started determining who was who. Ace was spared from being Ruby any longer but now he was in Blake's body. Blake was no longer Ace. Now she was stuck posing as Dezaryl. Dezaryl became Jaune much to his disdain, Jaune became Pyrrha and was just about an incoherently babbling mess, Pyrrha was now Zweii, Zweii was now Yang, Yang was now Matthew, Matthew switched to Ren, Ren was now Nora and seeing her so stoic was beyond hilarious. Nora was now Weiss which made the heiress want to scream, Weiss was now Ruby which made her want to scream more, and Ruby was now Ace. Needless to say, she was realizing how awkward a time Ace had being her.

"So we all just took the bodies of the person that took ours the first time we switched? Weird." Matthew said.

"Well Weiss, you always wanted to be team leader. Here's your chance." Yang said.

"This is not what I had in mind…" Weiss sobbed.

"At least you're not Jaune… Eh, no offense Jaune." Dezaryl said.

"None taken man." Jaune said.

"This is kinda what it's like to be my grandma Luna huh? Interesting." Ace said wiggling Blake's cat ears. "Now I wish I was born with a distinguished Faunus trait like her. This is actually pretty nice."

"What about the part where people pick… On… You…" Blake trailed off and kicking herself when she realized what she said.

Ace was Half-Breed. Much worse to the racists and bigots out there than a Faunus. He would have been mocked and ridiculed anyway. He HAD been mocked and ridiculed anyway.

"Sorry." She apologized.

"Blake, it's fine, really." Ace said with a smile.

Meanwhile Ruby was testing out Ace's Semblance. Since the first time he had used it to make her invisible she had wanted to do it again.

"This is so cool~" She cooed activating and deactivating the invisibility over and over. "I'm here, now I'm not, I'm here, now I'm not, I'm here, now I'm… Feeling a bit light headed she mumbled holding Ace's head.

"Ruby… My Semblance is not a toy. Please stop before you hurt yourself." Ace urged.

"Right. Sorry." She apologized sheepishly.

"It's fine." Ace said before giving her a quick peck on the cheek.

"We should really go tell Dr. Frank about this." Ren said.

"Agreed." Pyrrha replied.

"Let's not go in our pajamas please." Blake said.

"Good idea." Ace said walking back into the room and opening Blake's drawer. "OH MY GOD BLAKE!" They heard him shout causing Blake to blush and Dezaryl to snicker slightly.

After they had all changed they made their way over to where Dr. Frank was supposed to be working on the counter measures to their Dust. Knocking they waited, listening to the clatter and racket behind the door.

"One moment if you would!" They heard Dr. Frank shout before the noises began to die down. The doctor opened the door to greet them. "Good morning children. How is everyone faring?" He asked.

"Not bad but not great either. We switched again last night." Ace answered.

"Have you now? That's rather interesting. And this happened without the aid of any additional Dust?"

"No sir. We went to bed and when we woke up we all realized we switched bodies again." Weiss said.

"Perhaps you had enough Dust accumulated on your combined persons that it was enough for one or more reactivation." Dr. Frank mused.

"Is that bad?" Ruby asked.

"Not sure but I imagine it gives us a bit more hope. We aren't done just yet but in theory our counter agent will only work if some residual Dust that caused the change is still present and active."

"So we have to be returned to normal before we switch again?" Yang asked.

"Indeed. I'd wager that given the size of the Dust you gave me, factor in the amount of energy it would take for all twelve of you to be affected, you have only enough for one more change."

"How much time do we have left?" Zweii asked.

"I'd say you have the rest of today and tomorrow as well as till noon of the next but to be safe I'm going to urge both parties be ready by midnight tomorrow."

"Thanks doc. We'll leave you to it then." Yang said.

"My pleasure. Call if anything else develops." Dr. Frank said closing the door.

"Great. Now we get to go to class." Matthew moaned as he and the others started walking to Port's.

"On the bright side it's our last one before the weekend." Ace pointed out.

"So you all realize we have one last shower to take in someone else's body, right?" Blake said.

Jaune lit up like bright red firework and Ruby was turning a red that would make her cape jealous.

"Thanks Blake, you just had to remind us." Dezaryl said.

"Honestly at this point I don't know why you guys are still so embarrassed." Yang said, feeling down Matthew's toned body.

"Just a proper sense of decency is all that it is." Ren said blatantly.

"Hey Ren, how come you and Nora aren't having any issues being each other?" Zweii asked.

"Nora and I have both lived with each other for a very long time. It's honestly nothing we each haven't seen a few times before." Ren shrugged.

"Wait, you've seen each other naked before all this?" Dezaryl asked.

"Yep, yep, yep!" Nora answered. "Sometimes we didn't have enough water for separate baths so we had to sha-" Nora said, the last part being muffled by Ren, or rather Matthew's hand.

"Well that's… Something." Yang said as they entered the room.

After their classes had finished, they again returned to their rooms to take care of any last papers they had been assigned.

While writing, Weiss' scroll went off, telling Nora she had received a call Winter.

"Who's calling?" Weiss asked.

"Some person named Winter I think." Nora answered.

"Winter!?" Weiss asked in shock.

"Yep, who is that anyway?" Nora asked.

"My older sister. Nora give me the scroll." Weiss said.

"Wouldn't she get suspicious if someone else than you answered?" Ace asked.

"Drat… Okay Nora, answer but for the love of all that is holy don't do anything embarrassing."

"Relax, I got this." Nora picked up the scroll and answered. "Hello~"

"Weiss?" The person on the other end asked.

"That's me! What's up sis?" Nora asked making Weiss facepalm.

"I had some free time and thought I'd give you a call and see how you're doing." Winter answered.

"Everything is A-okay over here. Beacon is so much fun."

"You're… Having fun?" Winter asked.

At this point Ace and Zweii were holding back a fuming Weiss from ripping Nora to shreds.

"Yep! Got cool classes, making good friends and grades are through the roof!"

"Well, it seems Beacon has really let you grow on your own. I don't think I can remember the last time you were… This energetic about anything. Glad to know that you made a good choice attending there. I have to go now but it seems you're doing well. I hope you keep it up."

"I will sis! Love you lots!" Nora said.

"I love you too Weiss. Goodbye." Winter said before ending the call.

Nora turned to see Weiss curled up on her bed from embarrassment.

"Why did I think that was a good idea?" She grumbled.

"Your sister's really nice Weiss. Makes me wish I had a sister." Nora said.

"What did she say? Nora what did she say?" Weiss asked.

"She said she was happy you were having fun here and she loved you. Then she hung up."

"Oh… Well, I wish I would have been the one to talk to her but it's nice to know you didn't make her concerned about me."

"I told you I got it." Nora beamed. "Now if you ladies will excuse me, I'm going to take a shower." Nora said, skipping out of the room.

"Oh yeah. It's getting to be that time again." Ace hummed as Ruby walked in. "Oh hey Ruby. What's up?"

"Ace? I uh… You don't mind if I…" Ruby stuttered.

"Of course Ruby. Fair is fair." Ace said with a slight blush.

Ruby nodded and headed off to the shower. The roles had been flipped and she returned in equal embarrassment as Ace had when in her body.

"So..." Ace said awkwardly.

"You have… A really nice body too… Like really nice…" Ruby answered bashfully.

"Th-Thanks Ruby. It means a lot coming from you." Ace replied.

"Aww, the love birds have seen each other naked~ Ruby, how big is Ace's d-" Nora started before Weiss dashed across the room and silenced her.

"That is highly crude and perverted and if you dare utter another syllable about it in my voice I will kill you when you get back in your body, understood?" Weiss asked, Nora nodding in response.

"I'm just going to go shower now…" Ace said before taking his leave.

"… Man, he seemed embarrassed." Nora said.

"… He has nothing to be embarrassed of." Ruby said softly, but loud enough to make Weiss make Ruby's eyes go wide and for Nora to laugh manically, uttering a "Nice!" in between.

* * *

The next morning Zweii and Pyrrha woke up early to do some daily workouts. Pyrrha had agreed to take Zweii's regiment, and the knight had agreed to Yang's routine, promising he'd do the best he could.

"So this whole deal has been quite the experience, hasn't it?" Pyrrha asked making conversation as she did some sword play.

"Yeah it's been a real eye opener to be assured." Zweii answered, punching a combat drone into oblivion.

"Think this is going to make everyone awkward around each other for a while?" Pyrrha asked, slicing a drone in half.

"I don't know. I think if anything it will just make everyone closer. Our bonds stronger knowing that we've experienced each other's lives for some time." Zweii answered.

"That does sound grand. I have to agree with that." Pyrrha said taking up Dragon's Wrath and throwing it like a javelin at another drone.

"Whoa, nice shot. I never thought to do that with my blade." Zweii said.

"I did some research on zweihander techniques. Did you know that some would use the extended handle to hurl it much like I do with my spear?" Pyrrha asked.

"Hmm, I think I might have heard that at one time. I just never thought it would be a plausible use for my blade. Plus I don't have your Semblance so I'd have to go retrieve it every time I did that." Zweii stated.

"Maybe not all the time but if the need arose, at least you know you could do it." Pyrrha suggested.

"Maybe. Now I have a new trick to use. Thanks Pyrrha."

"Oh you're welcome." Pyrrha smiled.

"Look at this. I'm learning new stuff about what I can do and I'm not even the one doing it." Zweii smiled.

"I think you were right when you said we'd all grow from this." Pyrrha said returning the smile.

"So what's it like being me?" Zweii asked.

"I'm not sure I know how to properly answer that but it's interesting. Being in a male body is a whole different discussion but honestly I'm more curious than anything about fighting in your style and using your abilities." Pyrrha answered.

"Yeah, it's fun trying new things I suppose. I still can't believe I magnetized myself to the arena when I was you…" Zweii said.

"Don't feel bad. You had no idea how to use it properly. When I was little I had trouble with controlling it too and I would just have stuff stuck to me." Pyrrha said. "I am curious. What's it like using fire?"

"You haven't tried?"

"No. I didn't want to accidentally burn something to the ground."

"Yeah that wouldn't have been good. But since I'm here and you're curious, I can teach you." Zweii offered.

"Oh please."

"Alright. When I use my Semblance I just focus on what action I'm trying to do. Hurling fire from my hands, breathing fire…"

"Oh that one. Breathing fire that is."

"You seem eager for that one."

"I remember carnivals where performers would do that trick to look like they were breathing fire and I thought about how interesting it would be to do it myself."

"Well then I focus on where I'm projecting, in this case my mouth and let my Aura flow like a stream. Then I just let it out."

"I see…" Pyrrha said, looking out in front of her and concentrating. Opening Zweii's mouth a gentle stream of fire began flowing out, not making a huge gush but an adequate flame.

"Very good. You learn fast." Zweii praised.

"That was fun. Thank you for teaching me." Pyrrha said.

"It's no problem. This was like the only chance anyway so I wouldn't want you to miss it."

"I wonder how well the others would do if we all suddenly swapped Semblances." Pyrrha mused.

"That sounds like a whole new adventure in its self." Zweii chuckled.

"Well I'm done with what you asked me to do. You ready to head back to the others?"

"Yep. All done here. Let's go see what the others are up to." Zweii said wiping some sweat off Yang's forehead.

The rest of the day the teams did little but get together and talk about their exploits as each other, learning more and more about each other, and over all having a great time. Minutes turned to hours and soon it was nearly midnight, only a quarter hour remaining.

"I wonder if Dr. Frank has figured out how to switch us back." Matthew said.

As if on cue, their scrolls were sent a message from the doctor himself.

"Wow, spooky timing Matt." Yang said looking at the message. "It says, I may have everything ready to correct things. Please come as soon as possible."

"Well what are we waiting for?" Ace asked getting up and leading the others to the doctor's lab.

Once they had all gathered in the room, Dr. Frank addressed them.

"Good, you all received the message." The colossal man said.

"Is it true you figured out how to switch us back where we belong?" Ruby asked.

"I believe so. Using the first Dust, we were able to find a counter agent that was crucial to reversing the effects. Then we restored some energy to the original sample and augment it to now produce the desired effects." He answered holding out the Dust, now shining once more but instead of the green glow, it let off a faint orange.

"So how does this work?" Jaune asked.

"It will work like the first time but instead of it making random swaps, it will adjust the effects of the first Dust and use the final switch to put you all back in the proper bodies." Dr. Frank explained.

"And you're sure this will work?" Weiss asked.

"It has a four point six percent chance of not working but the odds are in your favor. Now if you will all gather around the Dust, Ivan and myself will move to the observation area." Dr. Frank said moving through a door with his assistant and into a room separated from the other by a window.

The twelve teens formed a circle around the Dust as instructed and waited for further directions.

"Now I need each of you to make contact with the Dust. Once you have, it should activate."

Each of them placed a hand to the crystal which began to hum once again letting off another blinding light. This time however the children did not pass out from the effects. They remained as they were as the light dimmed and the Dust's energy was expended.

"Umm… I'm still Ace…" Ruby said.

"Yeah, none of us changed." Ace stated.

"Don't worry children. The purpose of the Dust was not to change you back. It was to make sure the first Dust swapped you to your proper places when it activates for the final time." Dr. Frank assured.

"Well that's good I guess." Matthew said before yawning.

"Anyone else feeling tired?" Dezaryl asked.

"Yeah, it was just like earlier. Before we swapped again, we started getting tired." Weiss said.

"Probably a means to ensure nothing happens while your souls leave and enter the body." Dr. Gor said.

"That means we're about to change back. The Dust worked!" Ruby said excitedly.

"Excellent. My work here is done." Dr. Frank chuckled.

"Thanks for everything doc. You really saved our day." Yang said.

"More like our remaining natural life." Jaune said.

"Just doing my job children. No off to bed with you all. When you awake, you should be where you belong." Dr. Frank said.

The children eagerly complied and returned to dorm rooms and settled in for the night.

When they awoke they quickly checked themselves to make sure the Dust had indeed done its job.

Ace awoke not in his room but in his own room, on his own bed.

"I'm back! Yes!" Ace cheered.

"So am I." Zweii said contently.

"Ah home sweet home at last." Matthew said.

"Thank you Dr. Frank." Dezaryl said.

Suddenly a knocking could be heard at their door. Ace moving from his bed answered it, opening it to be tackled by an excited Ruby.

"Yay! I'm me again! And you're you again!" She said happily.

"Yep. It's finally over." Ace said.

"And just in time for the party too!" Ruby added.

"Yeah, and I think I know what the theme should be this year." Ace grinned.

* * *

The twelve teenagers did indeed have their party, celebrating not only the holiday but being back in their proper places and their strengthened bonds for going through such an experience. And what better way could they possibly have done so, than to be each other one last time?

"It's weird seeing you in so much red dude." Matthew told Ace who was wearing a male version of Ruby's outfit.

He sported a men's steel boned Gothic vest in black with red detail as well as an Alaric corset also black with more red detail. Black sleek pants finished off the main ensemble and he even had his own blood red cape and hood like Ruby's.

"I know right. But you must admit, this is pretty cool looking." Ace replied. "I just can't believe we all got these put together so quick."

"Yeah I know." Matthew said wearing a manly version of Yang's outfit. The only noticeable difference was the lack of stockings and skirt, replaced by a set of tan jeans.

"I'll never understand how most Huntresses we know go with so little armor to help protect themselves, but this still isn't bad." Zweii said adjusting his tie.

Zweii was dressed in a white and blue color scheme, a tuxedo and tie combination that made him look quite professional. Weiss would swear he stole the clothes form her families wardrobe had it not had his emblem on the back instead of the usual Schnee snowflake.

"That's because women are more resilient and they have us guys to make sure nothing happens to them if they get into trouble." Dezaryl said adjusting his tactical assassin gear. Black and white with hints of a dark purple made the set match Blake's scheme perfectly.

"That's true. Speaking of where are RWBY and the others? They should have been here by now." Zweii asked.

"Right here boys~" Yang said making them turn. "Be honest now, who wore it better?" She said with a wink.

Ruby had a full set of Grimm armor made to her size and form, almost completely matching Ace's gear to the last detail. A few modifications were made to better suit her tastes. The spike on the back were gone and instead of the Beowolf helm she had a black hood made from actual fabric attached to a cape made of Nevermore feathers. Ace always knew Ruby was a girl that was as beautiful as she was deadly and the armor only made both factors go up for him.

Weiss had a lighter set of armor that was a much like Zweii's but with adjustments. The helmet was absent and the armor had been converted to half plate instead of the full set that Zweii used. Instead of the standard torso section, Weiss had a metal plated corset. The metal boots were given the addition of heels matching her usual boots. Her emblem was proudly displayed on the back plate for all to see.

Blake was dressed in a deep forest green hunter's cloak with beige bodice underneath. In addition, she had beige loose fit pants and brown boots. Her outfit was simple but fitting to represent Dezaryl's archer look.

Yang wore an exact copy of Matthew's chain and plate armor, thankful that the hammer wielder didn't have any headgear to content with her hair. The armor was of course adjusted to give Yang's chest some breathing room.

"You girls look fantastic." Zweii commented.

"Aww thanks."

"Ace, this armor you made is so cool. And you did a great job making your version of my armor." Ruby said.

"I'm glad you like it." Ace smiled.

JNPR soon joined them as well with Ren dressed in basic teenage clothes in Nora's colors, while Nora basically stole one of Ren's outfits and called it a day. Jaune was dressed in bronze gladiator armor while Pyrrha sported her version of Jaune's light knight armor as well as a red jacket.

"You weren't going to forget us now, were you?" Nora asked with a smirk.

"Of course not. Let's get this party started! Happy Halloween everyone!" Matthew shouted.

"Happy Halloween!" Everyone cheered.

And so, they partied into all late hours of the night. Many would know what pretending to be someone for Halloween was like, but none would ever know like they did, what it was like to actually _be_ them.

* * *

 **A/N: I swear not every other misadventure is going to be Halloween related. -_- I managed to get this put together for you all just in time to get into the Halloween spirit. I know it's long but I had a lot of material to work with. I hope you enjoyed it.**

 **The next chapter will be for Team: Azure so just be patient please. Be warned though as it's going to get a little dark. Not as dark as RWBY Volume 3 but some content might be a bit intense. I'll try to get that out as soon as I can. I'm going to be doing some editing for my past chapters to clean up some errors so if you see the story update that's all it is until you see the chapter count hit 31.**

 **This is Ace wishing all of you out there a Happy Halloween!**


End file.
